DIRECTOR NOMINATIONS AND RECOMMENDATIONS

The Corporate Governance Committee is composed entirely of independent directors as determined by the Board in accordance with its independence guidelines and the listing standards of the NYSE. Among the Corporate Governance Committee's responsibilities isinclude recommending candidates for nomination to the Board. ~~In that capacity, the~~The Corporate Governance Committee has recommended ~~Messrs. McTavish~~Mr. Dubyak and ~~VanWoerkom~~Dr. Moriarty (with Mr. ~~VanWoerkom~~Dubyak and Dr. Moriarty abstaining from the vote regarding ~~his~~their own ~~nomination)~~nominations) for re-election at the 2017 Annual Meeting. Mr. Dubyak and ~~Ms. Sommer for election. Ms. Sommer and Mr. VanWoerkom~~Dr. Moriarty have served as members of our Board since February ~~2005~~2005. In identifying potential directors, the Corporate Governance Committee may: retain a search firm; canvass their networks; evaluate highly-regarded leaders in industry and ~~Mr. McTavish has served since January 2007.~~academia; or, entertain suggestions from stockholders or other business organizations, among other ways suitable for identifying potential directors.

The Corporate Governance Committee will consider candidates nominated or recommended by stockholders as potential director nominees in the same manner as candidates identified by the Corporate Governance Committee. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then that nominee’s name will be included in the proxy card for the next annual meeting. Our stockholders also have the right under our By-Laws to directly nominate director candidates and should follow the procedures outlined in the “Information About Voting Procedures” section of this proxy statement in the answer to the question entitled "How do I submit a stockholder proposal or director nominee for next year's annual meeting or suggest a candidate for nomination as a director to the Corporate Governance Committee?"

To be timely, a stockholder's notice to the Secretary of a director nominee for next year's annual meeting must be delivered to or mailed and received no earlier than January ~~16, 2016~~12, 2018 nor later than February ~~15, 2016.~~11, 2018. However, in the event that the annual meeting is called for a date that is not within 25 days before or after May ~~15, 2016,~~12, 2018, notice by the stockholder must be received no earlier than 120 days prior to the annual meeting and no later than the later of the 90th day prior to the

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annual meeting or the tenth day following the day on which notice of the date of the annual meeting is mailed or publicly disclosed.

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Stockholder nominations must be addressed to:

WEX Inc.

Attention: Corporate Secretary

97 Darling Avenue

South Portland, ME 04106

Under the terms of our Investor Rights Agreement, investment funds and entities affiliated with Warburg Pincus are entitled to designate one representative, subject to certain qualifications, to Class II of the Board (currently Mr. Neary) until the shares of the Company’s common stock beneficially owned by such entities have had a market value of less than $200 million for 20 consecutive trading days. During this period, at each meeting of the stockholders of the Company at which directors of the Company are to be elected and at which such representative’s term expires, the Board will nominate and recommend for election one representative designated by such investment funds and entities affiliated with Warburg Pincus and will use its reasonable best efforts to cause such representative to be elected as a director.

Director Qualifications

The qualifications for directors are described in our Corporate Governance Guidelines and the guidelines for evaluating director nominees are in the Corporate Governance Committee's charter, each of which is available on our website. ~~In addition, the~~The Corporate Governance Committee believes that a nominee for the position of director must meet the following specific, minimum qualifications:

Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;

Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company;

Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;

Nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; and

Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee's ability to represent the interests of all the Company's stockholders and to fulfill the responsibilities of a director.

Our Corporate Governance Committee does not have a policy with respect to diversity, but believes that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. Our Board currently is comprised of ~~ten~~twelve directors, two of whom are women and another of whom is South Asian. The Corporate Governance Committee intends to be mindful of ~~the~~ diversity, with respect to gender, race and national origin, ~~of our current Board members~~ in connection with future nominations of directors not presently serving on the Board. In addition, our Corporate Governance Committee’s charter provides that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

Application of Criteria to Existing Directors

The re-nomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria listed above. ~~However, the~~The Corporate Governance Committee uses its best judgment and discretion in applying the criteria to the existing directors keeping in mind the interest of the Company. The Committee considered that Mr. McTavish is beyond the stated retirement age as described in the Company’s Corporate Governance Guidelines. However, it is the Committee’s judgment that, because of his vast experience and highly specialized knowledge of the fleet and medical payments industries, Mr. McTavish's continued service on the Board is extremely important and beneficial to the Company and therefore the Committee approved an exception to the stated retirement age in this particular instance.

In addition, the Corporate Governance Committee considers the existing directors' performance on the Board and any committee, ~~which shall include~~including consideration of the extent to which the directors undertook continuing director education.

The backgrounds and qualifications of the directors considered as a group provide a significant breadth of experience, knowledge and abilities in order to assist the Board in fulfilling its responsibilities. The rationale for the Company's determination that each director is well suited to serve on the Board is specified with his or her respective biographical entry under the "Members of the Board of Directors" section of this proxy statement.

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COMMUNICATIONS WITH THE BOARD OF DIRECTORS

The Board believes that the Chief Executive Officer and her designees, as well as the ~~Executive~~ Chairman of the Board and Vice Chairman and Lead Director, speak for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies who are involved with the Company. It is, however, expected that Board members would do so with the knowledge of and, absent unusual circumstances or as contemplated by the committee charters, only at the request of the Company’s senior ~~executives.~~executives or the Board.

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Vice Chairman and Lead Director shall, subject to advice and assistance from the General Counsel, (1) be primarily responsible for monitoring communications from stockholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he considers appropriate.

If you wish to communicate with the Board or the independent members of the Board, you may send your communication in writing to:

Independent Director Communication

WEX Inc.

Attention: Corporate Secretary

97 Darling Avenue

South Portland, ME 04106

You should include your name and address in the written communication and indicate whether you are a stockholder.

Governance Disclosures on Our Website

Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the Corporate Governance section of our website, at www.wexinc.com. In accordance with NYSE rules, we may also make disclosure of the following on our website:

the identity of the ~~lead director~~Lead Director at meetings of independent directors;

the method for interested parties to communicate directly with the Lead Director or with the independent directors as a group;

the identity of any member of our Audit Committee who also serves on the audit committees of more than three public companies and a determination by our Board that such simultaneous service will not impair the ability of such member to effectively serve on our Audit Committee; and

contributions by us to a tax exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

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COMPENSATION

EXECUTIVE OFFICERS

Non-Director Members of the Executive Team



David Cooper Age 50 Chief Technology Officer	David Cooper joined WEX in December 2016 as our Senior Vice President and Chief Technology Officer. Prior to joining WEX, he held several senior technology positions, including head of global operations at GlobeOne, a financial services company, from June to December 2016, CTO at Advisor Software from November 2015 until June 2016, SVP of technology at Green Dot, a retail banking company, from March 2015 to November 2015, CTO and SVP of product development at both Fiserv, an information technology and services company, from September 2011 to February 2014 and CashEdge, a leading provider of Intelligent Money Movement from June 2005 to September 2011.
George W. Hogan Age 56 Senior Vice President, International	George Hogan has been our Senior Vice President, International since May 2014. Prior to that he was Senior Vice President and General Manager, Fleet Over-the-Road and Partner Channels from January 2014 to April 2014. He also served as the Senior Vice President and General Manager of WEX Fleet One from May 2013 to December 2013 and Senior Vice President and Chief Information Officer from November 2007 through July 2013. Mr. Hogan joined WEX in January 2007 as Vice President of Enterprise Architecture.
Kenneth W. Janosick Age 55 Senior Vice President and General Manager, Global Fleet Direct	Kenneth Janosick has been our Senior Vice President and General Manager, Global Fleet Direct since January 2014. He also served as the Senior Vice President, Small Business Solutions from December 2010 to December 2013. He joined WEX as Vice President, Product and Marketing in January 2009 and served in that role until December 2010. Before that, Mr. Janosick was a First Vice President at JP Morgan Chase bank from November 2006 until November 2009 with responsibility for Relationship Banking and Investments and the Small Business Division.
Nicola S. Morris Age 51 Senior Vice President, Corporate Development	Nicola Morris has been our Senior Vice President, Corporate Development since February 2014. She is responsible for managing corporate development and strategic planning, directing corporate marketing, and overseeing early stage product development. Prior to joining WEX, she worked for Verizon Communications, a global communications and technology company, from January 2006 through January 2014, where she served as the Vice President, Global Corporate Strategy from November 2011 to January 2014. Prior to that role, she held the positions of Vice President and Chief Marketing Officer from October 2010 to November 2011 and also that of Vice President, Strategy and Business Development, both with the Verizon Business unit from January 2006 to October 2010. Before Verizon, she held positions with MCI, Incorporated and Digex, Incorporated.
Scott Phillips Age 47 Senior Vice President and General Manager, EFS	Scott Phillips joined the Company as Senior Vice President and General Manager, EFS on July 1, 2016, when the company acquired EFS to expand its large and mid-sized over-the-road (OTR) and corporate payments business. Prior to the acquisition, Mr. Phillips had been the President and CEO of EFS since September 2011 and now leads the new EFS line of business, responsible for over-the-road, or OTR, fleet activities along with the EFS Corporate Payments business. Prior to joining EFS, he was Executive Vice President and General Manager of the Corporate Payments Divisions at Comdata Corporation, a payment processor and issuer of fleet fuel cards.
James Pratt Age 60 Senior Vice President and General Manager, Virtual Products	James (Jim) Pratt has been the Senior Vice President and General Manager Virtual Payments since April 2015. Before that, he served as our Vice President, Mastercard from November 2010 until April 2015. He joined the Company in 1998 and served as Vice President, Corporate Payment Solutions from December 2007 until November 2010, Vice President MasterCard Sales from March 2006 until December 2007 and in various management positions with us prior to that. Before joining WEX, Mr. Pratt spent 10 years with Digital Equipment Corporation, a computer systems, including computers, software, and peripherals company, in various sales and management positions and spent several years consulting in the technology sector. Mr. Pratt serves on the MasterCard Advisory Board and the Commercial Payments International Global Advisory Board. He also serves on the board of Big Brothers Big Sisters of Southern Maine.
Hilary A. Rapkin Age 50 Senior Vice President, General Counsel and Corporate Secretary	Hilary Rapkin has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2005. She also served, as the interim, head of human resources beginning February 2013 and assumed that role permanently on May 1, 2013. From January 1996 to February 2005, Ms. Rapkin held various positions of increasing responsibilities with the Company. Ms. Rapkin is a member of the American Bar Association, the Maine State Bar Association, the Association of Corporate Counsel, the Society of Corporate Secretaries and Governance Professionals, the Society for Human Resources and Management and the New England Legal Foundation.

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Roberto Simon Age 42 Chief Financial Officer	Roberto Simon joined WEX as the Chief Financial Officer in February 2016. Previously, Mr. Simon served as the Executive Vice President and Chief Financial Officer of Revlon, Inc., a global color cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant / deodorants and beauty care products company, from October 2014 until February 2016. Prior to that, he was the Revlon Senior Vice President, Global Finance from October 2013 to September 2014 and served as Revlon’s Global Business Process Owner, SAP, since February 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s Chief Financial Officer from October 2011 to October 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America and Africa from January 2008 until September 2011.
Jeffrey Young Age 51 Senior Vice President and General Manager, WEX Health	Jeffrey (Jeff) Young joined WEX in July 2014, when the Company acquired WEX Health (formerly, Evolution1) to expand its healthcare payments business. He served as the CEO of WEX Health, then known as Evolution1, from November 2008 to July 2014. Prior to WEX Health, Mr. Young was the vice president of business applications at Microsoft Corporation in the United States from May 2001 to October 2008. Previously, he helped to lead Great Plains Software through its successful IPO and eventual sale to Microsoft for more than $1 billion, as an Executive Vice President of Sales and Marketing from 1989 to 2001.

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ITEM 2.	ADVISORY VOTE ON EXECUTIVE COMPENSATION

We are providing you with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of the executive officers named in the Summary Compensation Table under "Executive Compensation," whom we refer to as our "named executive officers" or "NEOs," as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as "say-on-pay," is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, or Exchange Act.

Our executive compensation programs are designed to attract, motivate, and retain our executive officers, who are critical to our success. The "Executive Compensation" section of this proxy statement, including the "Compensation Discussion and Analysis," describes in detail our executive compensation programs and the decisions made by the Compensation Committee with respect to the fiscal year ended December 31, ~~2014.~~2016.

WEX’s philosophy regarding executive compensation is straightforward: reward our executives for their contributions to the Company’s annual and long-term performance by tying a significant portion of their total compensation to key drivers of increased stockholder value. Reflecting our pay-for-performance philosophy, a significant portion of executive compensation is performance-based, subject to increase when results exceed corporate targets, reduction when results fall below target and elimination if results do not achieve threshold levels of performance. Stockholders are urged to read the Compensation Discussion and Analysis section ~~beginning on page 19,~~ of this Proxy Statement, which more thoroughly discusses how our compensation policies and procedures implement our compensation philosophy and objectives.

Our Board is asking stockholders to approve a non-binding advisory vote on the following resolution:

RESOLVED, that the compensation paid to WEX Inc.’s named executive officers, as disclosed in accordance with the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by the Company or the Board (or any committee of the Board), or create or imply any change or addition to the fiduciary duties of the Company or the Board (or any committee of the Board). However, our Compensation Committee and Board value the opinions expressed by our stockholders in their vote on this proposal and will consider the outcome of the vote when making future compensation decisions for named executive officers.

The Board has decided that the Company will hold an annual advisory vote on the compensation of our named executive officers.

We recommend a vote FOR approval of the compensation of our named executive officers.

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~~EXECUTIVE OFFICERS~~

~~Non-Director Members of the Executive Team~~



~~Stephen R. Crowley~~ ~~Age 54~~ ~~Senior Vice President~~ ~~Shared Services and Chief Information Officer~~ ITEM 3.	Stephen R. Crowley joined WEX as Senior Vice President, Shared Services and Chief Information Officer in July 2013. Most recently, Mr. Crowley was with Bank of America serving as Senior Vice President, Mortgage and Affiliate Services Strategy and Execution from February 2013 to July 2013 and as Senior Vice President, ePayments Delivery from August 2010 to February 2013. From July 2009 to August 2010, he was Vice President, Continuous Improvement and Global Customer Advocacy at NCR Corporation, and from February 2007 to July 2009, he was Senior Vice President, ATM Technology and Operations at Bank of America. Prior to these roles, Mr. Crowley held various high-level leadership positions at Bank of America and General Electric from 1994 to 2007.
~~Steven A. Elder~~ ~~Age 46~~ ~~Senior Vice President~~ ~~and Chief Financial~~ ~~Officer~~	Steven Elder has served as our Senior Vice President and Chief Financial Officer since April 2011. Before that, he was our Vice President, Corporate Finance and Treasurer from December 2007 to March 2011. Prior to that, he was our Vice President, Investor Relations and Treasurer from September 2005 until November 2007. Mr. Elder has worked for the Company for over 17 years, during which time he served in a variety of financial roles of increasing responsibility. Mr. Elder began his career at Ernst & Young.
~~George W. Hogan~~ ~~Age 54~~ ~~Senior Vice President,~~ ~~International~~	George Hogan has been our Senior Vice President, International since May 2014. Prior to that he was Senior Vice President and General Manager, Fleet Over-the-Road and Partner Channels from January 2014 to April 2014. He also served as the Senior Vice President and General Manager of WEX Fleet One from May 2013 to December 2013 and Senior Vice President and Chief Information Officer from November 2007 through July 2013. Mr. Hogan joined WEX in January 2007 as Vice President of Enterprise Architecture.
~~Kenneth Janosick~~ ~~Age 53~~ ~~Senior Vice President~~ ~~and General Manager,~~ ~~Global Fleet Direct~~	Kenneth Janosick has been our Senior Vice President and General Manager, Global Fleet Direct since January 2014. He also served as the Senior Vice President, Small Business Solutions from December 2010 to December 2013. He joined WEX as Vice President, Product and Marketing in January 2009 and served in that role until December 2010. Before that, Mr. Janosick was a First Vice President at JPMorgan Chase bank from November 2006 until November 2009 with responsibility for Relationship Banking and Investments and the Small Business Division.
~~Nicola S. Morris~~ ~~Age 49~~ ~~Senior Vice President,~~ ~~Corporate Development~~	Nicola Morris has been our Senior Vice President, Corporate Development since February 2014. She is responsible for managing corporate development and strategic planning, directing corporate marketing, and overseeing early stage product development. Prior to joining WEX, she worked for Verizon Communications, a global communications and technology company, from January 2006 through January 2014, where she served as the Vice President, Global Corporate Strategy from November 2011 to January 2014. Prior to that role, she held the positions of Vice President and Chief Marketing Officer from October 2010 to November 2011 and also that of Vice President, Strategy and Business Development, both with the Verizon Business unit from January 2006 to October 2010. Before Verizon, she held positions with MCI, Incorporated and Digex, Incorporated.
~~Hilary A. Rapkin~~ ~~Age 48~~ ~~Senior Vice President,~~ ~~General Counsel and~~ ~~Corporate Secretary~~	Hilary Rapkin has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2005. She also served, as the interim, head of human resources beginning February 2013 and assumed that role permanently on May 1, 2013. From January 1996 to February 2005, Ms. Rapkin held various positions of increasing responsibilities with the Company. Ms. Rapkin is a member of the American Bar Association, the Maine State Bar Association, the Association of Corporate Counsel, the Society of Corporate Secretaries and Governance Professionals, the Society for Human Resources and Management and the New England Legal Foundation.
~~Alison Vanderhoof~~ ~~Age 41~~ ~~Senior Vice President~~ ~~and General Manager~~ ~~for Emerging Industries~~	Alison Vanderhoof has been our Senior Vice President, General Manager for Emerging Industries since December 2013. She is responsible for overseeing the strategic business performance of WEX's emerging industries including travel, healthcare, and employee benefits globally. Prior to WEX, Ms. Vanderhoof worked at Vistaprint, a company specializing in print on demand and mass customization for six years. She was Managing Vice President of Vistaprint's B2B unit, Strategic Partnerships, from August 2009 to August 2013. During that period, she was also Managing Vice President of North America Customer Service from January 2012 to October 2012. Before that, she was Vice President of Corporate Strategy and Corporate Development from January 2007 to August 2009.ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In Item 2, we are providing you with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Item 3, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future advisory votes on executive compensation . You may vote for a frequency of every one, two, or three years, or you may abstain on the proposal.

The Board will take into consideration the outcome of this vote in making a determination about the frequency of future advisory votes on executive compensation. However, because this vote is advisory and non-binding, the Board may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently. In the future, we will propose an advisory vote on the frequency of the advisory vote on executive compensation at least once every six calendar years.

Since 2011, we have held an annual advisory vote on the compensation of our named executive officers. The Board has determined that continuing to hold an advisory vote on executive compensation every year remains the most appropriate approach for the Company at this time, and therefore our Board recommends that you vote for a frequency of every ONE YEAR for future executive compensation advisory votes.

The Board believes that an annual executive compensation advisory vote will facilitate more direct stockholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as being accountable to our stockholders on corporate governance and executive compensation matters. We believe an annual vote would be the best governance practice for our Company at this time and in the best interests of the Company and its stockholders.

We recommend a vote for a frequency of every “ONE YEAR” for future executive compensation advisory votes.

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EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, describes our compensation objectives and programs for our "named executive officers" or "NEOs." ~~The~~This CD&A also describes the specific decisions, and the processes supporting those decisions, which were made with respect to ~~2014~~2016 for the NEOs.

For ~~2014,~~2016, our NEOs were:

Melissa D. Smith, Chief Executive Officer (“CEO”) and President


•	Roberto Simon, Chief Financial Officer ("CFO")⁽¹⁾


•	Steven A. Elder, Former Senior Vice President and Chief Financial Officer (“CFO”)⁽²⁾

Jeffrey Young, Senior Vice President and General Manager, WEX Health

George W. Hogan, Senior Vice President, International

~~Nicola S. Morris,~~Kenneth Janosick, Senior Vice President ~~Corporate Development~~and General Manager, Global Fleet Direct

~~Hilary A. Rapkin, Senior Vice President, General Counsel and Corporate Secretary~~



(1)	Mr. Simon was appointed Chief Financial Officer effective February 29, 2016.
(2)	Mr. Elder served as the Chief Financial Officer until Mr. Simon’s appointment in February 2016, after which Mr. Elder assumed the newly created position of SVP, Investor relations. As of February 29, 2016, he ceased to be an Executive Officer, and the discussion of his compensation is limited to material elements of Mr. Elder's compensation.

CD&A Table of Contents

To assist in finding important information, we call your attention to the following sections of our CD&A:

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Executive Summary	1923
Process for Determining Executive Compensation	2327
Total Compensation - Objectives and Philosophy	2428
~~2014~~2016 Total Direct Compensation	2428
Peer Group	2832
Strong Say on Pay Support and Stockholder Engagement	2933
Changes for ~~2015~~2017	3033
Other Compensation Program and Governance Features	3133

Executive Summary

Summary of WEX’s Business. WEX Inc. is a leading multi-channel provider of corporate payment solutions that operates in ~~two~~three business segments: Fleet ~~Payment~~Solutions, Travel and Corporate Solutions and ~~Other Payment~~Health and Employee Benefit Solutions. During 2016, Fleet Solutions revenue represented approximately 63 percent of our total revenue, Travel and Corporate Solutions revenue represented approximately 21 percent of our total revenue, and Health and Employee Benefit Solutions revenue represented approximately 16 percent of our total revenue. The Fleet ~~Payment~~ Solutions segment provides customers with fleet vehicle payment processing services specifically designed for the needs of commercial and government fleets, through a closed-loop network that offers complete control of the transaction life cycle. ~~During 2014, Fleet Payment~~Our Travel and Corporate Solutions ~~revenue represented approximately 69 percent~~segment is comprised of our ~~total revenue. The Other Payment~~virtual and prepaid products that we use to provide innovative corporate purchasing and payment capabilities that can be integrated with our customers’ internal systems to streamline their corporate payments, accounts payable and reconciliation processes. Our Health and Employee Benefit Solutions segment focuses on the complex payment environment of business-to-business payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. Other Payment Solutions revenue, which represented approximately 31 percentis comprised of our ~~total revenue during 2014, is generated primarily~~healthcare payment products and SaaS platforms that we use to provide simplified payment capabilities in ~~two markets,~~a complex healthcare market. The Health and Employee Benefit Solutions segment also includes payroll related benefits to customers in Brazil.

Our opportunities for growth extend well beyond the fleet fuel market, in particular to the online travel and ~~healthcare.~~healthcare payments markets. Building on a leading market position in our core fleet business, we continue to expand our company. Our strategic approach to entering new markets is focused on three steps:

~~Our businesses focus~~



•	Identify complicated markets facing complex payment challenges and inefficiencies,
•	Develop products and services that address these unmet market needs, and,
•	Operate with systemic efficiency through scale and cost management.

We have a proven model in the fleet space where we have developed a leading market position and a strong margin profile. We have done the same in the online travel industry where we have become a leader in global virtual payments and continue to grow the business and create scale on ~~streamlining~~a global basis. Through the acquisitions of Evolution1 and ~~modernizing payment environments~~Benaissance, WEX Health has continued to ~~give customers greater control over their business, resulting in smarter decisions, lower operating costs, higher efficiency and greater customer satisfaction.~~expand into the consumer directed healthcare payments market.

~~2014~~2016 Company Performance Highlights. ~~2014 was a strong year for WEX. Total~~The Company's 2016 revenue grew ~~14% and adjusted~~19% to $1.018 billion from $854.6 million in 2015. Adjusted net income, a non-GAAP measure, ~~grew 8% versus 2013. Our strong performance - over time - is~~decreased 1% to $198.2 million from 191 million in 2015. The impact of lower fuel prices and smaller relative fuel price hedging gains in 2016 created a swing in adjusted net income of $49.3 million. Total Stockholder Return (TSR) was up 26% on a one-year basis, as shown in the ~~following financial metrics and total stockholder return charts.~~charts below. We have designed our performance-based annual and long-term incentive awards for executives to, among other things, align compensation with performance against ~~these metrics.~~the metrics discussed above and shown below. The reconciliation of the non-GAAP financial measures discussed above to the respective GAAP measure is located in

Appendix A to this proxy statement.

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~~This performance~~

2016 was ~~driven by~~a strong year operationally for WEX. We continued ~~execution~~to execute against our ~~multi-pronged~~ strategy to grow organically and through ~~mergers and acquisitions,~~strategic investments, further globalize our business, and drive scale across the organization. Selected ~~additional~~highlights of our achievements during ~~2014~~2016 in furtherance of our strategy included:



w	On July ~~16, 2014,~~1, 2016, we ~~completed~~acquired EFS, a provider of customized payment solutions for fleet and corporate customers with a focus on the large and mid-sized over-the-road fleets, in order to expand our customer footprint and utilize EFS's technology to better serve the needs of all fleet customers.
w	The Company benefited from customer acquisitions and expanded relationships across all three of the Company's segments on our way to surpassing $1 billion in annual revenues.
w	Average number of vehicles serviced increased 4 percent from 2015 to approximately 10.0 million for 2016, primarily related to the acquisition of Evolution1 for $532.2 million, net of cash acquired. Evolution1 developed and operates an all-in-one, multi-tenant technology platform, card products, and mobile offering that support a range of healthcare account types. This includes consumer-directed payments for health savings accounts, health reimbursement arrangements, flexible spending accounts, voluntary employee beneficiary associations, and defined contribution and wellness programs. WEX acquired Evolution1 to enhance its capabilities and positioning in the growing healthcare market.EFS.
w	On December 1, 2014, WEX acquired the assets of ExxonMobil's European Esso portfolio in Europe through its majority owned subsidiary, WEX Europe Services Limited. Under the terms of the transaction, we purchased ExxonMobil’s commercialTotal fleet ~~fuel card program which included operations, funding, pricing, sales and marketing in nine countries in Europe for approximately $378.5~~transactions processed increased 12 percent from 2015 to 454.5 million in ~~aggregate consideration. As part of this~~2016. Payment processing transactions increased 13 percent from 2015 to 385.9 million in 2016, and transaction ~~both parties agreed~~processing transactions increased 9 percent from 2015 to enter into a long term supply agreement to serve the current and future Esso Card customers and to grow the business. As a result of this transaction, we are making investments relating to the integration of operations and systems.
w	~~On July 29, 2014, we sold our wholly-owned subsidiary Pacific Pride for $49.7~~68.6 million ~~which resulted~~ in a pre-tax gain of $27.5 million. The Company decided to sell the operations of Pacific Pride as it did not align with the long-term strategy of the core fleet business. The Company has entered into a multi-year agreement with the buyer that will continue to allow WEX branded card acceptance at Pacific Pride locations.
w	~~We purchased approximately 200,000 shares of our common stock for $19.8 million during the first half of 2014.~~
w	~~We have diversified our revenue base to where 20% of it is now generated outside of the United States.~~2016.

⁽¹⁾ PPG Adjusted Revenue is revenue adjusted for changes in fuel prices and the impact of acquisitions and divestitures. We use this adjustment in our incentive programs to ensure that payouts are not artificially increased or decreased by changes in the price of fuel. The 2014 revenue goals and revenue results were adjusted to a PPG of $3.49 US and A$1.31 (per liter) Australian.

⁽²⁾ Adjusted Net Income for purposes of compensation means Adjusted Net Income as reported in the Company's Form 8-K reporting the Company's results for the performance period and may be adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates,

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~~extraordinary items of loss or expense, and any other unusual or nonrecurring items of loss or expense, including restructuring charges.~~

Summary of WEX’s ~~2014~~2016 Executive Compensation Program. A summary of our executive compensation program during ~~2014~~2016 is provided below.

- Generally, we target total direct compensation (salary/ annual bonus/ long-term incentives) within a competitive range of the market median.

~~- During 2014, on average, target total direct compensation of our NEOs was positioned between the 25~~^th ~~percentile and median of the market, as more fully described in the Peer Group discussion below.~~

- Pay will vary above or below target based primarily on corporate and business unit and, to a lesser degree individual, quantitative performance outcomes.

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Compensation Element	~~2014~~2016 Element
Base Salary §Fixed rate of pay	Among NEOs, excluding the CEO, increases averaged 7%5%, reflecting market-based adjustments. ~~Ms. Smith, our CEO, received a 17% increase, reflective of her recent promotion to CEO, which still positioned her salary well below median.~~
Short-term Incentive Plan ("STIP") § Payout can range from 0-200% of target § ~~70% of payout~~ based on, ~~common,~~ corporate financial goals 1. ~~Adjusted net income~~Operating Income (50%) 2. PPG Adjusted ~~revenue (20%~~Revenue (50%) § ~~30%~~ The funded payout may be adjusted for each NEO (excluding the CEO) through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of ~~payout~~target. The adjustment is made based on an assessment of performance versus pre-defined, often quantitative individual ~~goals (details~~ ~~below) which we call strategic objective goals~~ goals. The modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP-funded dollars (0-200% of target) that is determined based on the two financial metrics listed above. The Committee has further discretion to eliminate any funded bonus payout at its discretion, should circumstance warrant.	~~Payments averaged 108%~~STIP funding was 123% of target, on an overall corporate basis, based on objective performance against pre-defined enterprise-wide quantitative goals. Payments for our NEOs averaged 124% of target, after two non-CEO NEOs received a positive individual modifier and one non-CEO NEO received a downward individual modifier.
Long-Term Incentive Plan ("LTIP") ~~Growth Grant PSUs are not intended to be an annual award. We consider 1/3 of the 2014 Growth Grant applicable to target compensation during each of 2014, 2015, and 2016.~~ Our target mix for our NEOs (excluding our CEO) during ~~2014~~2016 was: ~~36%~~60% Performance Stock Units (PSUs). ▪• Payout can range from 0-200% of target ▪• ~~1-year~~2-year performance goals; if earned, additional ~~2-year~~1-year time-based vesting requirement ▪• Goals weighted 60% ~~adjusted net income,~~ANI Earnings Per Share (EPS), and 40% ~~PPG adjusted revenue~~Non-Fuel Price Sensitive Revenue ~~24%~~20% Stock Options (options). • 3-year ratable vesting requirement • Reward long-term stockholder value creation 20% Restricted Stock Units (RSUs). ▪• 3-year ratable vesting requirement ▪• Reward long-term stockholder value creation and encourage retention ~~40% Growth Grant PSUs.~~ The target mix for our CEO was: 60% PSUs, 25% stock options, and 15% RSUs, to further emphasize the importance of long-term stockholder value creation.	▪ Payout of 2016 PSUs is not yet determined, given their 2-year performance goals. Previously, PSUs had 1-year performance goals. The Non-Fuel Price Sensitive Revenue metric recognizes the importance of revenue diversification for our business, given the impact volatile fuel prices can ~~range from 0-200% of target~~currently have on our business results. ▪ ~~2014-16 (3-year) performance goals~~ ▪ ~~Goals weighted 60% PPG adjusted revenue, and 40% adjusted net income~~	~~Payout of 2014 PSUs was 114% of target.~~ ~~Given the strategic importance of efficiently growing sales, we include a revenue and income performance measure in both our short-term and long-term incentive programs.~~ ~~PPG Adjusted Revenue reflects top line financial performance, which we believe is a strong indicator of our long-term ability to drive stockholder value.~~ ~~Adjusted net income reflects bottom line financial performance, which we believe is directly tied to stockholder value on a short-term basis.~~

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Pay Mix. The majority of CEO compensation is variable (“at risk”). For ~~2014, 88%~~2016, 83% of target total direct compensation was variable for our CEO. This directly ties pay to company performance outcomes, including financial results, strategic initiatives, and stock price performance.

~~2014~~2016 CEO Pay Mix

The majority of the compensation for the remaining NEOs is also variable ~~with an average of 79% of the target total direct compensation being~~and tied directly to Company performance outcomes, as described above.

Key Compensation Practices. Key executive compensation practices are summarized below. We believe these practices promote alignment with the interests of our stockholders.



What We Do
ü	Directly link pay to performance outcomes, operational results and stockholder returns
ü	Target total direct compensation (base / cash bonus / long-term incentives) within a competitive range of the market median
ü	Maintain a cap on CEO incentive compensation ~~payments~~payouts (200 percent of target)
ü	Have stock ownership guidelines for NEOs, including a retention requirement until stock ownership guideline is achieved
ü	Double-trigger change-in-control severance benefits
ü	Anti-hedging policy for all ~~executives~~executive officers
ü	Review share utilization annually
ü	~~Very limited perquisites~~
ü	Offer executives the same health and welfare benefits as other salaried employees
ü	Devote ~~significant~~ time to management succession and leadership development efforts
ü	Design incentive compensation plans to optimize tax deductibility
ü	Utilize an independent compensation consultant



What We Don’t Do
X	No payment of dividends or dividend equivalents on unearned RSUs or PSUs
X	No excise tax gross-ups upon a change-in-control
X	No re-pricing of underwater stock options without stockholder approval
X	No excessive severance or change-in-control benefits
X	No perks are presently offered

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Process for Determining Executive Compensation

Compensation Committee. The Compensation Committee, composed solely of independent directors and referred to in ~~the proxy statement~~this CD&A as the Committee, is responsible for our executive officer compensation decisions. The Committee works ~~very~~ closely with its independent consultant and management to examine pay and performance matters throughout the year. The Committee held 68 meetings over the course of ~~2014,~~2016, all of which ~~either ended or started with~~included an executive session without management present. The

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Committee charter may be accessed through the “Governance” link found on our website at: http://ir.wexinc.com/phoenix.zhtml?c=186699&p=irol-govhighlights.

In the first quarter of each fiscal year, the Committee reviews the Board’s assessment of the CEO's performance with the CEO and reviews the Company's results for the prior year. In addition, the Committee approves the following, as explained below:

•changes to executive base salaries and incentive targets, if any, for the current year;

•STIP payout, if any, for the previous fiscal year;

•STIP design and targets for the current fiscal year;

•vesting of performance-based restricted stock units granted under the LTIP, if any, for previous years; and

•LTIP metrics, targets and grants for the current fiscal year.

Agenda items for the second quarter vary each year but always include a review of Company performance and progress toward the achievement of incentive plan targets. Typically, this also includes a retrospective assessment of the senior executive pay versus performance relationship.

The Committee generally conducts its annual review of executive compensation in the third or fourth quarter of each year. The Committee is provided a report from its independent compensation consultant who compares the compensation of Company executives to a peer group of companies ~~details appropriate~~and survey data and provides recommendations for compensation actions.

In the final quarter of each fiscal year, management generally presents the Committee with recommended executive compensation changes for each element of compensation.

The design of the STIP and LTIP is typically discussed over multiple meetings prior to the actual approval of the plans in the first quarter of each year. The discussions generally focus on the metrics to be utilized, the difficulty of the performance goals and the weightings for each metric. Other items that are addressed on an annual basis include a review of the ~~committee's~~Committee's charter, compliance with executive and director stock ownership guidelines, market trends, and a compensation-related risk assessment.

The Compensation Committee has delegated to a subcommittee (i) its responsibility under the Company's 2010 Equity Incentive Plan with respect to the approval of acquisitions and dispositions of Company securities by officers and directors of the Company for purposes of Section 16(b) of the Exchange Act and (ii) its authority to approve performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The members of the subcommittee are Jack VanWoerkom, Shikhar Ghosh and Reggie Sommer each of whom satisfies the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act and an "outside director" for purposes of Section 162(m) of the Code.

Executive Management. Our SVP ~~Human Resources,~~and General Counsel, acting under the supervision of the CEO and working with members of our Human Resources, Legal and Finance departments, is responsible for coordinating and ~~implementing~~overseeing the implementation of executive compensation with the SVP, Human Resources, and discussing significant proposals or topics impacting executive compensation at WEX with the Committee. This includes development of compensation recommendations, in accordance with the compensation philosophy and policies more fully described elsewhere in this CD&A. The ~~CEO, CFO, General Counsel and Corporate Secretary, SVP, Human Resources, and Legal Director and Assistant Corporate Secretary~~following members of management are generally invited to and ~~generally do,~~ attend Committee ~~meetings.~~meetings: the CEO; CFO; SVP and General Counsel; SVP, Human Resources; and, VP, Corporate Securities Counsel.

The Committee has exclusive authority for approving the compensation of the CEO and the other NEOs. The CEO meets with the Committee and the compensation consultant to discuss company and individual performance objectives and outcomes, and review compensation recommendations for executive officers directly reporting to her, including the other NEOs. Thereafter, the Committee meets privately with ~~the~~its independent compensation consultant to review and determine compensation of our CEO. In addition, the Committee sets the targets each year for compensation plan performance for our officers; management provides input and recommendations with respect to such targets, as well as information and analyses, as requested by the Committee.

Independent Compensation Consultant. The Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. During ~~2014,~~2016, the Committee continued to directly ~~retained~~retain Compensation Advisory Partners LLC ~~(“CAP”~~("CAP") as its independent compensation consultant. The scope of the work done by CAP for the Committee at its direction included:

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Preparing analyses and recommendations to inform the Committee’s decisions related to executive and director compensation;

Providing updates on market trends and the regulatory environment, as they relate to executive and director compensation;

Reviewing and commenting on management proposals presented to the Committee; and

Working with the Committee to validate the pay-for-performance relationship, and support alignment with stockholders.

The Committee assessed the independence of CAP pursuant to SEC and NYSE rules, and concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the Committee. CAP will not perform other services for WEX without the consent of the Chair of the Committee. CAP meets with the Committee Chair and the Committee outside the presence of management. In addition, CAP participates in all of the Committee’s meetings and, when requested by the Committee Chair, in preparatory meetings and executive sessions.

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Total Compensation - Objectives and Philosophy

Objectives. Our compensation programs are designed and administered to balance the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing long-term stockholder value. The principal elements of an executive’s total compensation consist of: base salary, annual cash bonus, and long-term incentives.

Compensation Philosophy. Generally, we target total direct compensation (salary, annual bonus and long-term incentives) within a competitive range of the market median. Sustained performance may be recognized in individual pay components. Pay may vary above or below target based on actual performance outcomes. Variations in total direct compensation among the NEOs reflect differences in competitive pay for their respective positions as well as the size and complexity of the business units or functions they oversee, the performance of those business units or functions, and individual performance.

~~2014~~2016 Total Direct Compensation

We structure NEO total direct compensation so that the majority is delivered in the form of equity awards, in order to provide incentives to work ~~toward~~towards long-term top and bottom line growth ~~of long-term profitability~~ that will enhance stockholder ~~returns.~~returns and to align our NEOs' compensation directly with our stockholders' interests. We also structure NEOs’ cash compensation so that a significant portion is at risk under the company’s short-term incentive plan, payable primarily based on enterprise and business unit results, and to a lesser degree based on individual performance. We further detail each component of total direct compensation below.

Base Salary. We review base salaries annually, but we do not necessarily award salary increases each year. In determining base salary levels for executive officers, the Committee considers the following qualitative and quantitative factors: job level and responsibilities, relevant experience, individual performance, recent corporate and business unit performance, internal equity, and our objective of paying competitive total direct compensation if performance is met. From time to time base salaries may be adjusted other than as a result of an annual review, in order to address competitive pressures or in connection with a promotion. Year-end NEO salaries were as follows:

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Name
Salary Rationale for Increase
2013 2014
% Increase
(2013-2014)
Smith, Melissa D.
CEO & President
$450,000 $525,000 17% New to role; well below median
Elder, Steven A.
SVP & CFO
$310,000 $335,000 8% Market-based adjustment; below median
Morris, Nicola S.
SVP, Corporate Development
— $300,000 — Hired during 2014
Rapkin, Hilary A.
SVP, General Counsel and Corporate Secretary
$300,000 $325,000 8% Market-based adjustment; below median
Hogan, George W.
SVP, International
$289,000 $300,000 4% Market-based adjustment; below median
Average: 9%



Name	NEOs Base Salary			Rationale for Increase
	2015	2016	% Increase (2015-2016)
Smith, Melissa D. CEO & President	$565,000	$700,000	24%	Market-based adjustment; below median
Simon, Roberto R. SVP & CFO	$—	$500,000	—%	New Hire in 2016
Young, Jeff A. SVP and GM, WEX Health	$—	$450,000	—%	Not a NEO in 2015
Hogan, George W. SVP, International	$308,000	$325,000	6%	Market-based adjustment; below median
Janosick, Kenneth W. SVP and GM, Global Fleet Direct	$310,000	$325,000	5%	Market-based adjustment; below median

Short-Term Incentive Plan ~~(“STIP”~~("STIP"). Our Annual Incentive Plan, structured under the 2015 Section 162(m) Performance Incentive Plan ("PIP"), is designed to motivate our NEOs to drive profitable company growth, while diversifying Company revenues, by measuring the NEOs performance against our plans at the corporate and business unit level, with the potential for individual adjustment for NEOs as described below. The PIP was approved by our stockholders in 2015 and is designed to give us flexibility to potentially maximize the tax deductibility of certain incentives as performance-based awards under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)"), as further described below under the “Tax and Accounting Considerations” section.

We establish a cash bonus target for each executive officer based upon their position within the company, responsibility and competitive cash bonus ~~opportunity~~opportunities for similar positions inat other companies. Final actual payouts may range from 0% to 200% of the target bonus opportunity based on actual performance outcomes. The following tables describe ~~2014~~2016 NEO performance goals, ~~and~~ results for each component of the bonus, and the actual cash bonus award for each NEO.



Weighting by NEO
Corporate Goals	M. Smith	R. Simon	J. Young	G. Hogan	K. Janosick
Corporate Financial Goals
Corporate PPG Adjusted Revenue	50%	50%	20%	20%	20%
Corporate Operating Income	50%	50%	20%	20%	20%
Business Unit Financial Goals
Fleet PPG Adjusted Revenue	—	—	—	—	25%
Fleet Operating Income	—	—	—	—	35%
Healthcare Revenue	—	—	35%	—	—
Healthcare Operating Income	—	—	25%	—	—
International PPG Adjusted Revenue	—	—	—	35%	—
International Operating Income	—	—	—	25%	—
STIP payout as a percentage of target based on 2016 performance	122.7%	122.7%	120.8%	104.7%	150.9%

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Weighting by NEO
Company Goals
M. Smith S. Elder G. Hogan N. Morris H. Rapkin
Corporate Financial Goals
Adjusted Net Income⁽¹⁾
50% 50% 50% 50% 50%
PPG Adjusted Revenue⁽²⁾
20% 20% 20% 20% 20%
Corporate ANI Margin % ⁽³⁾
15% 10%
Strategic Objective Goals
Emerging Industries Revenue ⁽⁴⁾
10%
M&A Capital Allocation⁽⁵⁾
15% 20% 10%
CIC of European Joint Venture ⁽⁶⁾
10% 10% 10%
Customer Specific Requirements ⁽⁷⁾
10%
Customer Specific Development ⁽⁸⁾
10%
APAC Market Entry ⁽⁹⁾
10% 10%
STIP payout as a percentage of target based on 2014 performance 120% 96% 87% 130% 107%



	Performance Goals
Company Goals	Threshold (50% payout)	Target Performance Goal (100% payout)	Maximum (200% payout)	Strategic Objective Weight	Actual Performance	Payout based on Actual 2016 Performance
PPG Adjusted Revenue⁽¹⁾	$858,200,000	$905,700,000	$951,000,000	50%	$911,059,000	111.8%
Operating Income⁽²⁾	$223,600,000	$298,100,000	$357,700,000	50%	$318,177,000	133.6%
Weighted Average Payout						122.7%

~~Corporate Financial Goals~~

⁽¹⁾ PPG Adjusted ~~Net Income for purposes of compensation~~Revenue means ~~Adjusted Net Income~~2016 revenue as reported in the ~~Company's~~ Form ~~8-K~~10-K filing reporting the Company's results for the performance period adjusted for the difference between 2016 reported fuel prices and ~~may be~~Board-approved, budgeted 2016 fuel price assumptions. The results were further adjusted to exclude the following items (if any): losses from discontinued operations, the cumulative effects of changes in Generally Accepted Accounting Principles, any one-time charge or dilution resulting from anyfor: acquisition orand divestiture ~~the effect of changes to our effective federal or state tax rates, extraordinary items of loss or expense,~~related items; unbudgeted pricing changes; and, ~~any other unusual or nonrecurring items of loss or expense, including restructuring charges.~~unbudgeted accounting reclassifications.

⁽²⁾ PPG Adjusted Revenue is revenue adjusted for changes in fuel prices and the impact of acquisitions and divestitures. We use this adjustment in our incentive programs to ensure that payouts are not artificially increased or decreased by changesOperating Income means 2016 operating income as reported in the ~~price of fuel. The 2014 revenue goals and revenue~~Form 10-K filing reporting the Company's results ~~were adjusted to a PPG of $3.49 US and A$1.31 (per liter) Australian~~ for the ~~purposes of calculating STIP payout.~~performance period adjusted for: acquisition and divestiture-related items; stock-based compensation; restructuring and other costs; a vendor settlement; and, acquisition and divestiture related items.

⁽³⁾ ~~Corporate ANI Margin % is Adjusted Net Income, as defined~~The funded STIP payout, based on the financial metrics and pre-set goals described above, ~~divided by revenue~~may be adjusted for ~~acquisitions and divestitures.~~each NEO (excluding the CEO) through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of target. The adjustment is made based on an assessment of performance versus pre-defined, often quantitative individual goals. The modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP-funded dollars (0-200% of target) that is determined based on the financial metrics listed above. The pre-definited goals, which are generally quantitative, used to determine individual modifiers for the NEOs were based on the following criteria:

~~Strategic Objective Goals~~

Roberto Simon: Investor outreach, exposure to and management of foreign exchange rates, as well as general leadership competencies

Jeff Young: Benaissance integration plan and performance, WEX Health strategy and integration execution, as well as general leadership competencies

George Hogan: New business development, system development, European strategy advancement, as well as general leadership competencies

Kenneth Janosick: Revenue per transaction growth, global fleet roadmap, mobile strategy, EFS synergies, as well as general leadership competencies

⁽⁴⁾ ~~Emerging Industries Revenue is~~Our CEO makes individual modifier recommendations to our Committee for all of the ~~measurement of new revenue obtained from~~other NEOs, for consideration and approval by the ~~health care market, expanded travel products and other new geographies or industries.~~Committee. With respect to the 2016 individual performance modifiers outlined below, our CEO considered the following generally quantitative accomplishments during 2016:

⁽⁵⁾Roberto Simon ~~M&A Capital Allocation is~~: As a ~~measure~~result of ~~corporate merger~~Ms. Smith’s overall assessment of Mr. Simon’s success against his pre-defined individual goals, which included strategic planning, profitability and ~~acquisition activity during the calendar year that reflects strategic and financial objectives.~~

⁽⁶⁾~~CIC of European Joint Venture is~~infrastructure initiatives, a ~~performance indicator related to the timing of certain milestones relating to completion of our acquisition of the Esso portfolio in Europe.~~

⁽⁷⁾~~Customer Specific Requirements is a performance measurement of customer specific requirements and specifications on time-frames and costs consistent with aggregate business models.~~

⁽⁸⁾~~Customer Specific Development is a performance measurement of the completion of business requirements~~positive individual modifier (of +5%) was recommended by Ms. Smith for Mr. Simon, as ~~agreed to with specific customers within estimated cost parameters.~~

⁽⁹⁾ ~~APAC Market Entry is a performance measurement of revenue generated~~shown in the chart below.

Jeff Young: No modifier was applied in the case of Mr. Young.

George Hogan: As a result of Ms. Smith’s overall assessment of Mr. Hogan’s successes against his pre-defined individual goals, especially with regard to new ~~Asian-Pacific markets.~~business and profitability initiatives, a downward individual modifier (of -10%) was recommended by Ms. Smith for Mr. Hogan, as shown in the chart below.

Kenneth Janosick: As a result of Ms. Smith’s overall assessment of Mr. Janosick’s successes against his pre-defined individual goals, especially with regard to his leadership of pricing modernization initiatives, a positive individual modifier (of +5%) was recommended by Ms. Smith for Mr. Janosick, as shown in the chart below.

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Company Goals Threshold Target Performance Goal Maximum
Actual Result⁽¹⁾

2014 Earned Payout Factor⁽²⁾
Corporate Financial Goals
Adjusted Net Income $152,988,261 $191,235,326 $218,008,272 $193,272,070 108 %
PPG Adjusted Revenue $654,967,069 $770,549,493 $809,076,968 $777,606,242 118 %
Corporate ANI Margin % 23.36 % 24.82 % 26.95 % 24.6 % 84 %

⁽¹⁾ ~~Result as~~As stated above, the individual modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP funded dollars (0-200% of target) that is determined ~~under the 2014 WEX Inc. Short-Term Incentive Program.~~

⁽²⁾Payout factor represents payout level based on 25 percent payout for threshold performance, 100 percent payout for target performance, 200 percent payout for maximum performance, interpolation on a straight-line basis between these levels of performance based on the ~~actual result.~~

~~Strategic Objective Goals~~

~~In addition to~~financial metrics listed above. Therefore, while no individual modifier, a positive individual modifier, or a downward individual modifier was applied across the ~~performance with respect to Corporate Financial Goals described above, the actual achievement~~NEO group, other members of the ~~Corporate Strategic Goals actual results ranged from: (i) 0% in the cases of the Customer Specific Requirements, Customer Specific Development, and APAC Market Entry;~~executive leadership team also received individual modifiers to (ii) 100% in the case of CIC of European Joint Venture; to (iii) 124% in the case of Emerging Industries Revenue; to (iv) 200% in the case of M&A Capital Allocation. The quantitative threshold, target and maximum payout objectives for each of the Corporate Strategic Goals were designed to focus attention of various initiatives that the Company determined were important to advancing strategic plans. As indicated by the actual result achieved, employees were assigned challenging objectives such that satisfying the objectives was substantially uncertain.generally balance total incentive spend against STIP funded dollars.

2014 STIP Bonus ($) Actual Percentage of Target Paid
Name 2014 FYE Salary
Eligible Earnings⁽¹⁾

Threshold
(25% of Target)
Target
Maximum
(200% of Target)
Actual Award ($)
M. Smith $525,000 $504,798 $113,579 $454,318 $908,636 120% $545,318
S. Elder $335,000 $330,193 $45,401 $181,606 $363,212 96% $174,051
N. Morris $300,000 $261,922 $29,466 $117,865 $235,730 130% $153,084
H. Rapkin $325,000 $320,192 $40,024 $160,096 $320,192 107% $172,039
G. Hogan $300,000 $297,832 $37,229 $148,916 $297,832 87% $130,242

⁽¹⁾ ~~STIP Eligible Earnings include total gross pay for the applicable plan year excluding salary or wages classified by the Company as disability pay, commission/incentive pay and bonuses.~~



Name	2016 FYE Salary	Bonus Eligible Compen-sation	Threshold	Target	Maximum	Payout based on 2016 Corporate Performance	Individual Performance Modifier	Actual 2016 STIP Award Earned
M. Smith	$700,000	$674,039	$393,558	$787,115	$1,574,231	122.7%	n/a	$965,791
R. Simon	$500,000	$423,077	$158,654	$317,308	$634,615	122.7%	5%	$408,803
J. Young	$450,000	$450,000	$150,750	$301,500	$603,000	120.8%	—%	$364,212
G. Hogan	$325,000	$321,731	$106,683	$213,365	$426,731	104.7%	(10)%	$201,055
K. Janosick	$325,000	$322,115	$105,288	$210,577	$421,154	150.9%	5%	$333,649

Long-Term Incentive Compensation. The Company provides long-term equity-based incentives through the long-term incentive plan (“LTIP”). Grants under the LTIP ~~have generally been~~were provided asthrough a mix of PSUs, which vest from 0% to 200% based on the achievement of multi-year performance goals, subject to further service-based vesting described below, stock options which have no value absent stock price appreciation and encourage stockholder value creation over a long-term (10 year) time horizon, and RSUs, which vest based on the passage of ~~time. The metric used to determine the vesting of~~time and fluctuate in value based on changes in our stock price. PSUs, ~~has generally been the achievement of adjusted net income targets and/or revenue targets set by the Committee. PSUs~~stock options and RSUs generally vest over a three year period of employment.

We aim to provide long-term awards such that together with cash compensation, target total direct compensation is within a competitive range of the market median. Compensation is intended to vary based on company and individual performance outcomes. The Committee bases individual award levels on comparative market data for the executive’s position, award levels of comparably-situated executives, and an assessment of individual potential and performance. In making awards to any

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individual, the Committee does not consider his or her gains made, or failure to achieve gains, on prior restricted stock, stock option or performance stock unit awards.

NEO equity grants were 60% PSUs, 20% stock options and 20% RSUs for our non-CEO NEOs; the mix for our CEO was: 60% PSUs, 25% stock options and 15% RSUs. Our program balances mid-term (PSUs) and long-term (stock options) goals and stockholder valuation creation, with key employee motivation and retention.

~~2014 International Special Incentive Plan.~~2016 LTIP. ~~In May 2014, the Committee approved a special, one-time, cash incentive of $50,000 for Mr. Hogan~~The 2016 LTIP was designed to ~~incent Mr. Hogan's~~ support our multi-year strategic plan and reward each of the ~~corporate organizational goals~~NEOs for ~~international business development and in recognition of Mr. Hogan's mid-year transition~~their contribution to ~~a new role managing WEX's international business. Performance under the International Special Incentive Plan was contingent on~~ the achievement of plan goals during the two-year period from January 1, 2016 to December 31, 2017. The change to a ~~revenue target for international business of $50 million during 2014. Following~~two year period more closely aligns the ~~conclusion of~~performance measures used in the LTIP with the Company's overall strategic vision. As the performance period is incomplete, payout is not yet known. Payout and targets will be disclosed in the ~~Committee determined that actual~~2018 proxy statement, retrospectively, once the performance ~~exceeded the $50 million target and the $50,000 payment was earned.~~period is complete.

2014 ~~LTIP.~~ Growth Grant.The 2014 ~~LTIP~~Growth Grant was designed to support our long-term strategic plan and reward ~~each of the NEOs~~ for ~~his or her contribution to~~ the achievement of plan goals from 2014 through 2016; i.e., over a three-year performance period. The 2014 Growth Grant included only PSUs. The PSUs vested in ~~2014. NEO equity grants were 60% PSUs and 40% RSUs. The RSUs in~~March 2017 based on performance against the ~~2014 LTIP vest equally over three years on the anniversary~~2016 performance targets.

Final overall payout was 120% of the ~~grant date. Other than~~targeted number of PSUs; the ~~Growth Grant, the PSUs also vest, assuming performance criteria is met, in equal annual installments over three years on the anniversary of the grant date.~~

~~In 2014, the Company was required to achieve threshold results for adjusted net income in order for any portion of the LTIP to be paid to any employees. The~~ following table illustrates performance objectives and ~~final~~actual results that led to this payout ~~rate of 2014 LTIP PSUs to shares of Company common stock for NEOs:~~factor:




			Target
			Performance		Actual
Company Goals	Weight	Threshold	Goal	Maximum	Result
2016 Reported Adjusted Net Income⁽¹⁾	40%	$230M	$290M	$350M	$189.2M
2016 PPG Adjusted Revenue⁽²⁾	60%	$900M	$1,025M	$1,150M	$1,178.6M

Company Goals Weight Threshold Target Performance Goal Maximum
Actual
Result ⁽¹⁾

2014 Earned Payout Factor⁽²⁾
Adjusted Net Income⁽³⁾
40% $152,988,261 $191,235,326 $218,008,272 $193,272,070 108%
PPG Adjusted Revenue⁽⁴⁾
60% $654,967,069 $770,549,493 $809,076,968 $777,606,242 118%
PSU Conversion based on 2014 performance 114%

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⁽¹⁾ ~~Result as determined under the 2014 WEX Inc. Long-Term Incentive Program.~~

⁽³⁾Adjusted Net Income ~~means~~means: Adjusted Net Income as reported in the ~~Corporation's~~Corporation’s Form 10-K filing reporting the ~~Corporation's~~Corporation’s results for the performance period ~~and~~(the “10-K ANI”). Notwithstanding the foregoing, in order to determine the level of performance for purposes of this Program, the Compensation Committee may ~~be adjusted~~exercise discretion to ~~exclude~~adjust the 10-K ANI by any or all of the following items (if any): losses from discontinued ~~operations,~~operations; the cumulative effects of changes in Generally Accepted Accounting ~~Principles,~~Principles; any one-time charge or dilution resulting from any acquisition or ~~divestiture,~~divestiture; the effect of changes to our effective federal or state tax rates, extraordinary items of loss or ~~expense,~~expense; and, any other unusual or nonrecurring items of loss or expense, including restructuring charges. ~~The Compensation Committee may exercise discretion to include all or part of an item of loss or expense.~~

^{(4) (2)}PPG Adjusted Revenue ismeans 2016 revenue as reported in the Form 10-K filing reporting the Company's results for the performance period adjusted for ~~changes in~~the difference between 2016 reported fuel prices and ~~the impact of acquisitions. We use this adjustment in our incentive programs to ensure that payouts are not artificially increased or decreased by changes in the~~Board-approved, budgeted 2014 fuel price ~~of fuel. The 2014 revenue goals and revenue results were adjusted to a PPG of $3.49US and A$1.31 (per liter) Australian for the purposes of calculating 2014 LTIP PSU conversion levels.~~assumptions.

~~2014 Growth Grant PSUs.~~International Assignment Bonus. ~~From time to time,~~In 2016, the ~~Committee has supplemented annual PSU grants with additional awards of equity~~Company requested that Mr. Hogan oversee the Company's operations in ~~order to incent the achievement of long-term strategic goals to further support stockholder value creation. In March of 2014, the Committee approved awards of PSUs to~~New Zealand for a six month period during a key ~~employees, including the NEOs. This 2014 Growth Grant is intended to reward and retain key employees driving long term strategic plan and operational deliverables in support of our next~~ phase of ~~growth over~~IT system development, while continuing to manage his responsibilities for general, international business operations. In recognition of Mr. Hogan's extended overseas' assignment to the Company's New Zealand office for a ~~defined 3-year~~prolonged period with corresponding 3-year goals. The Committee believes that periodic equity awards with performance metrics extending beyond the current fiscal year leads certain key employees to focus on strategic objectives that are best measured over longer periods of ~~time. The PSUs will vest~~time and in ~~March 2017, if at all, based on performance against 2016 PPG Adjusted Revenue (weighted 60%) and 2016 Adjusted Net Income (weighted 40%) performance hurdles which were established at the time~~consideration of the ~~grant in 2014.~~

~~The actual PSU award payout with respect to~~related time and extensive travel requirements, the 2014 Growth Grant will be made in shares of our common stock and can range from 0% to 200% of the target number of performance stock units awarded. These awards are subject to a share price cap, such that the number of shares paid will be reduced if the price of the shares when paid exceeds 200% of the price of the shares on the first day of the date of grant. Specific goals will be disclosed in the 2017 proxy statement, once the performance period is complete.

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~~2013 FleetOne Integration Long-Term Incentive Program~~. ~~In March 2013, the~~Compensation Committee ~~approved~~authorized a one-time ~~special incentive~~payment of ~~6,369 PSUs for~~$200,000 to Mr. Hogan designed to support our objective of maximizing the synergies available to the Company through the FleetOne acquisition. PSUs are earned under this award based on achievement relative to specific business unit hurdles, with 50% of the award having been subject to 2013 performance and 50% subject to 2014 performance.Hogan.

As of April 25, 2014, Mr. Hogan, who was serving as SVP and General Manager, Fleet Over-the-Road and Partner Channels, assumed responsibilities as the SVP, International. As a result of this transition, the Committee amended the award to provide that the then remaining 50% of the award that was eligible to vest based on 2014 performance metrics would instead vest based on the sum of (i) actual performance on the EBITDA, PPG Adjusted Revenue and Synergies metrics for the period from January 1, 2014 through and including June 30, 2014 and (ii) projected performance on the metrics for the period from July 1, 2014 through and including December 31, 2014. This performance was determined to be 149% of target, resulting in the Committee determining that a total of 4,745 of PSUs were eligible to be earned under the award.

Peer Group

We have created a compensation structure that focuses on the median of our selected peer companies, but also allows total target compensation to vary to reflect considerations, such as company performance, individual experience, job responsibilities and other individual performance factors.

A key element of this process is selecting a relevant peer group against which we compare our elements of pay. The Committee reviews and determines the composition of our peer group, ~~on an annual basis,~~ considering input from its independent compensation consultant. For ~~2014,~~2016, our peer group consisted of the ~~same 10~~11 companies as shown below, whose aggregate profile was comparable to WEX in terms of size, industry and competition for executive ~~talent as in 2013.~~talent.



~~2014~~2016 Peer Group
Cardtronics Inc.	~~Green Dot Corporation~~ Heartland Payment Systems, Inc.⁽¹⁾
CSG Systems International Inc.	~~Heartland Payment Systems,~~Jack Henry & Associates Inc.
~~Dealertrack Technologies,~~Euronet Worldwide Inc	Total System Services, Inc.
~~Higher One Holdings,~~EVERTEC, Inc	Vantiv, Inc.
FleetCor technologies, Inc.	~~Total System Services,~~VeriFone Systems, Inc.
Global Payments Inc.	~~VeriFone~~



⁽¹⁾	In April 2016 Global Payments Inc. acquired Heartland Payment Systems, Inc.

WEX Peer Median
Market Capitalization (at 12/31/2014) $3,835 $2,179
2014 EBITDA Margin 45% 18%
2014 Revenue $818 $1,127
3-Year Revenue Growth 48% 36%
3-Year TSR (at 12/31/2014) 22% 19%
Note: All dollars in millions.



	WEX ($millions)	Peer Median ($millions)
Market Capitalization (at 12/31/2016)	$4,769	$5,358
2016 EBITDA Margin	29%	24%
2016 Revenue	$1,018	$1,895
3-Year Revenue Growth	42%	41%

For certain NEOs, data relating to the peer group is supplemented with functional data from two general executive compensation surveys conducted by national compensation consulting firms: Mercer Executive Survey and Radford Global Technology Survey - US. With respect to these surveys, the identity of the individual companies comprising the survey data is not considered by the Committee in its evaluation process. Peer group data and other information provided to the Committee were considered in setting target compensation levels for our NEOs. For purposes of defining the market for each individual role, the Committee used the peer group data for the CEO and ~~CFO, and/or~~CFO; for the other NEOs, the Committee supplemented peer group data with the survey data described ~~above for the other NEOs.~~above.

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During ~~2014,~~2016, on average, target total direct compensation of our NEOs was positioned ~~between market 25th percentile and median~~within a competitive range of the ~~market.~~market median. Adjustments are typically made when we believe that there is a market-based gap and/or as warranted by individual performance.

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Strong Say on Pay Support and Stockholder Engagement

We have adopted a policy of conducting an annual advisory vote on executive compensation. While this vote is not binding on us, our Board of Directors and the Committee value the opinions of our stockholders. At our ~~2014~~2016 Annual Stockholders Meeting, approximately ~~98%~~98.6% of votes cast supported WEX’s executive compensation program. We received a similar level of stockholder support in 2015, 2014 and in 2013. Management and the Compensation Committee reviewed our stockholders’ affirmative ~~2014 Say-on-Pay~~2016 Say on Pay vote and believe it to be a strong indication of support for WEX’s executive compensation program and practices.

In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders. These engagement efforts take place throughout the year through meetings, telephone calls and correspondence involving our senior management and representatives of our stockholders.

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Changes for ~~2015~~2017

Though encouraged by strong stockholder support for our compensation program, exhibited through our Say on Pay vote results (98.6% support in 2016), we refined our executive compensation program for ~~2015.~~2017. The changes - outlined below - are intended to ~~best~~ support our business strategy, ~~and executive~~as well as to enhance alignment with longer-term value creation for stockholders, taking into account views of various internal and external stakeholders.




	Changes We've Made For ~~2015~~2017	Rationale
~~Peer Group~~	Short Term Incentive Plan ("STIP")
~~Refined list of companies used for executive compensation benchmarking.~~	w ~~Removed 3 companies~~Changed corporate financial performance metrics and ~~added 4 companies.~~	~~Position WEX closer~~weightings to ~~median, overall, in terms of market capitalization, revenue,~~40% Company Net Revenue Adjusted for PPG and ~~EBITDA margin, among companies with a comparable business, industry,~~FX and ~~operating model.~~
~~Short-Term Incentive Plan~~
~~100% of short-term incentive plan payouts will be funded based on a common set of goals across senior most executive team (an increase from 70% in 2014).~~ w ~~Common financial~~60% Operating Income Adjusted for PPG and ~~strategic goals:~~ • ~~2014 and 2015. 50% adjusted net income and 20% adjusted revenue~~ • ~~New in 2015. 15% pre-tax margin and 15% revenue diversification~~ w ~~Individual modifier added to program, based on pre-~~ ~~defined goals.~~ • ~~Will not apply to CEO~~ • ~~Individual bonus may be adjusted down to zero or up to 125%,with no payout greater than 200% of target~~FX		w In determining ~~new common~~ corporate financial goals, the Committee considered the board-approved strategic plan, management input, investor voting policies and stockholder ~~feedback.~~ feedback w ~~Increasing weighting~~Operating Income goals evaluate annual performance excluding the impact of tax (among other items), which is taken into account - on ~~common corporate financial/~~ ~~strategic goals supports team-based approach among~~ ~~senior executives.~~ w ~~Individual modifier allows CEO flexibility to~~ ~~recognize performance results against~~ a ~~broader set of~~ ~~pre-defined goals.~~ • ~~Supports business strategy, as not everything an~~ ~~executive does well~~multi-year basis - ~~or not well - is fully reflected~~ in the ~~4 common corporate financial/strategic metrics~~ • ~~While providing flexibility, design manages "pool" of dollars around amount funded from quantitative corporate financial/ strategic goals~~ • ~~For most senior executives, including the NEOs, the Committee reviews and needs to approve CEO recommendation for any adjustments~~PSU program

	Long Term Incentive Plan ~~(“LTIP”~~("LTIP")
	w ~~Eliminate future triennial Growth Grant. In its~~ ~~place transition annual PSU award to a 3-year~~ ~~performance measurement period.~~ w ~~We are increasing the time horizon associated~~ ~~with annual LTIP awards.~~ • ~~2015:~~ ~~Add stock options to annual grants, with a 10-year term; 25% for CEO and 20% for other NEOs~~ • ~~2016, 2017:~~ ~~Extend~~For 2017 long-term incentive awards, extended PSU performance period from ~~1 year~~two to ~~multi-year performance period~~ w ~~Modify profitability metric used in PSU grant, to~~ ~~reduce overlap in performance metrics with~~ ~~short-term incentive program.~~ • ~~Maintaining a revenue goal in both short- and long-term incentive programs, given the strategic importance of growing sales~~three years	w ~~We believe an emphasis~~Changes support a longer-term focus on ~~performance-contingent~~company goals and planning ~~long-term incentives is appropriate.~~
	w ~~Changes support balance of mid-term financial results~~ ~~with building long-term value through thoughtful~~ ~~investments in innovation~~Modified PSU vesting from 50% after year two and ~~process engineering.~~ w 50% after year three, assuming performance thresholds were attained, to 100% after year three, assuming performance thresholds are attained~~In making the changes, the Committee considered:~~ • ~~Typical time horizons of investment and M&A decisions, which can extend beyond 3 years;~~ • ~~Retention considerations; and~~ • ~~Competitive practice.~~

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Other Compensation Program and Governance Features.

Compensation Risk Analysis. ~~Our Compensation~~In 2016, the Committee ~~has~~was presented and reviewed the conclusions of a risk assessment of our compensation policies and practices covering employee groups, which is conducted annually by representatives from Human Resources working with the Committee’s independent consultant. The Committee evaluated the levels of risk-taking that potentially could be encouraged by our compensation arrangements, taking into account the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives and the Company’s overall risk profile. We have concluded that ~~we have~~WEX has an executive compensation program that balances competitive compensation with performance incentives and does not use compensation policies or practices - across ~~all~~ employee groups - that could create risks that are reasonably likely to have a material adverse effect on the Company. Select identified risk-mitigation features with respect to our NEOs include the following:

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A competitive base salary, which provides executives with ongoing income;

~~Capped payout levels for all performance-based incentives;~~

Rigorous budget and goal setting processes that involve multiple levels of review;

Independent oversight of incentive program design and payouts;

Use of common performance metrics;

Different performance-measurement and time-based vesting requirements between our short-term and long-term incentive programs;

Robust stock ownership guidelines and anti-hedging policy; and

Committee approval for all ~~officer~~Section 16 Executive Officer compensation.

Tax Deductibility of Compensation. Section 162(m) ~~of the Internal Revenue Code of 1986, as amended (the “Code”)~~ generally limits the deductibility of compensation paid to our NEOs (excluding the CFO) to $1 million during any fiscal year unless such compensation is ~~“performance-based.”~~"performance-based." In general, we seek to structure incentive compensation arrangements in a manner that complies with these tax rules. The Committee reserves the right to pay compensation that may exceed the limits on tax deductibility or not satisfy the performance-based award exception, such as time-based restricted stock units, if it determines doing so is in our and our stockholders’ best interests.

Under the 2015 Section 162(m) Performance Incentive Plan ("PIP"), our NEOs’ 2016 annual incentive awards were initially funded under a performance formula of 6% of WEX’s Adjusted Net Income, with a maximum defined for each participant. These amounts were subject to the Committee’s exercise of negative discretion, as described in the short-term incentive plan section above.

Accounting Implications. In designing our compensation and benefit programs, the Committee reviews and considers the accounting implications of its decisions, including the accounting treatment of amounts awarded or paid to our executives.

Executive Stock Ownership Guidelines. In order to further align the interests of management and stockholders, we maintain stock ownership guidelines for our executives. ~~As seen below, we recently enhanced the ownership guidelines.~~ The guidelines require that executives attain a specified level of ownership of shares of the company’s common stock equal in value to a multiple of base salary within the later of five years of the executive’s appointment to their role or the applicability of these ~~new~~ guidelines:



~~2014 Guidelines~~		~~2015~~2016 Guidelines
~~Role~~	~~Multiple of Base Salary~~	Role	Multiple of Base Salary
Chief Executive Officer	~~4.0x~~	~~Chief Executive Officer~~	5.0x
~~Executive Vice President~~	~~2.5x~~	Executive Vice Presidents and Senior Vice Presidents	3.0x
~~Other Executive Officers~~	~~1.5x~~	Vice Presidents	1.0x

Until the minimum level of ownership is achieved, executives must retain, net after tax, 50% of any earned PSUs upon vesting, any RSUs upon vesting, and/or any stock options upon exercise.

The Compensation Committee reviews the ownership level for covered executives each ~~year, at July 31 using a three month average stock price.~~year. As of the ~~2014~~2016 measurement of ownership, all NEOs were in compliance with the guidelines. "Equity," for the purposes of executive ownership guidelines, includes shares of our common stock owned directly or indirectly and ownership interests in the WEX Common Stock Fund held in the Company's 401(k) Plan, as well as 50% percent of unvested time-based RSU awards. Stock options and unearned, unvested PSUs are not counted.

Anti-Hedging Policy. As part of our insider trading policy, our directors and executive officers are prohibited from engaging in any hedging or monetization transactions of our common stock, including through the use of financial instruments such as short sales "against the box" and purchases or sales of puts, calls, or other "derivative securities" involving the Company’s stock.

Compensation Recovery. Under the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced previously paid incentive compensation, we can recoup the amount of any improper payments from our Chief Executive Officer and Chief Financial Officer. In addition, we intend to implement a clawback policy in accordance with the requirements of the Dodd-Frank Act and the regulations that will be issued under that Act. We have elected to defer

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adoption of a clawback policy until the SEC issues guidance as to the required elements of such a policy to ensure that we are able to implement a single fully compliant policy at one time, rather than implementing a policy that may require significant modifications after the SEC regulations are issued.

~~Nicola Morris Sign-On Award.~~ In connection with Ms. Morris joining WEX, she was paid a total sign-on award of $100,000. This sign-on award was paid in two equal tranches of $50,000 in February and August of 2014 and was paid as an incentive for Ms. Morris joining the company and due to Ms. Morris foregoing financial incentives from her previous employer.

Benefits and Perquisites. We provide competitive benefits to attract and retain high performing associates at all levels. This includes a health and welfare benefits package and a 401(k) plan. ~~In 2014, the Company also paid relocation benefits to Ms. Morris in connection with her move to Maine to join the Company.~~

Nonqualified Deferred Compensation. The Company administers an Executive Deferred Compensation Plan, or EDCP, that provides each of the executive officers with the opportunity to defer up to 80 percent of base salary and/or up to 98 percent of short-term incentive compensation. The Company provides a match of up to 6 percent of the participant’s short-term incentive compensation deferred into the EDCP. Investment income on contributions and Company match is accrued for participants to reflect performance of investment funds identified by each participant during their annual election period. The investment funds and their performance used to calculate earnings in the EDCP generally mirror those used in the 401(k) Plan.

Each of the NEOs serving in his or her role at the time of election, with the exception of Messrs. Janosick and Young, who was eligible to participate chose to defer a portion of his or her ~~2014 bonus~~2016 short term incentive compensation into the EDCP in ~~2015.~~2017.

Prior to our initial public offering, we offered the WEX Inc. Supplemental Investment and Savings Plan, or SERP, which allowed participants to defer compensation. The SERP was frozen to new contributions on December 31, 2004. Ms. Smith has a balance in this plan, which continues to earn investment returns based on the funds she selects from an available menu. ~~These~~We believe these investment returns are market competitive for the type of funds offered; there is no preferential interest earned in either the EDCP or SERP accounts. No other executive officers participated in the SERP when it was an active plan.

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COMPENSATION COMMITTEE REPORT

The Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis (“("CD~~&A”~~&A") with management. Based on our review and discussions with management, we recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2016.

THE COMPENSATION COMMITTEE

Jack VanWoerkom (Chair)

Shikhar Ghosh ~~Chair~~

~~Kirk P. Pond~~James Neary

Regina O. Sommer

~~Jack VanWoerkom~~

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~~2014~~2016 SUMMARY COMPENSATION TABLE

Name and Principal
Position
Year
Salary
($)⁽¹⁾

Bonus
($)

Stock
Awards
($)⁽²⁾

Option
Awards
($)

Non-Equity
Incentive Plan
Compensation
($)⁽³⁾

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings ($)⁽⁴⁾

All Other
Compensation
($)⁽⁵⁾
Total ($)
Melissa D. Smith 2014 $ 515,048
$ —
$ 3,392,039
   $ —
$ 545,318
$ 7,441
$ 39,957
$ 4,499,803
Chief Executive Officer 2013 $ 441,807
$ —
$ 749,889
   $ —
$ 374,297
$ 17,257
$ 31,676
$ 1,614,926
2012 $ 426,777
$ —
$ 529,968
   $ —
$ 276,518
$ 9,578
$ 34,830
$ 1,277,671

Steven A. Elder 2014 $ 330,192
$ —
$ 1,180,145
   $ —
$ 174,051
$ —
$ 27,764
$ 1,712,152
Senior Vice President and Chief Financial Officer 2013 $ 305,385
$ —
$ 399,963
   $ —
$ 202,730
$ —
$ 25,405
$ 933,483
2012 $ 272,308
$ —
$ 224,997
   $ —
$ 131,752
$ —
$ 22,091
$ 651,148

Nicola S. Morris 2014 $ 261,923
$ 100,000
⁽⁶⁾
$ 986,740
   $ —
$ 153,084
$ —
$ 209,401
$ 1,711,148
Senior Vice President, Corporate Development 2013 $ —
$ —
$ —
   $ —
$ —
$ —
$ —
$ —
2012 $ —
$ —
$ —
   $ —
$ —
$ —
$ —
$ —

Hilary A. Rapkin 2014 $ 320,192
$ —
$ 1,006,434
   $ —
$ 172,039
$ —
$ 24,184
$ 1,522,849
Senior Vice President, General Counsel 2013 $ 290,399
$ —
$ 299,936
   $ —
$ 182,863
$ —
$ 19,119
$ 792,317
2012 $ 273,805
$ —
$ 199,969
   $ —
$ 112,197
$ —
$ 13,559
$ 599,530

George W. Hogan 2014 $ 297,832
$ —
$ 1,006,434
   $ —
$ 180,242
$ —
$ 21,186
$ 1,505,694
Senior Vice President, International 2013 $ 288,725
$ —
$ 749,943
   $ —
$ 152,014
$ —
$ 19,119
$ 1,209,801
2012 $ 287,432
$ —
$ 249,961
   $ —
$ 117,781
$ —
$ 13,559
$ 668,733



Name and Principal Position	Year	Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾		All Other Compensation ($)⁽⁶⁾		Total ($)
Melissa D. Smith	2016	$	674,039	$	—	$	1,895,106	$	631,727	$	965,791	$	4,383	$	39,961	$	4,211,007
President and Chief Executive Officer	2015	$	578,317	$	—	$	1,331,217	$	443,742	$	451,745	$	653	$	48,315	$	2,853,989
President and Chief Executive Officer	2014	$	515,048	$	—	$	3,392,039	$	—	$	545,318	$	7,441	$	39,957	$	4,499,803

Steven A. Elder	2016	$	286,538	$	—	$	159,958	$	39,993	$	138,863	$	—	$	24,992	$	650,344
Senior Vice President and Chief Financial Officer	2015	$	347,885	$	—	$	159,983	$	39,971	$	151,539	$	—	$	26,343	$	725,721
Senior Vice President and Chief Financial Officer	2014	$	330,192	$	—	$	1,180,145	$	—	$	174,051	$	—	$	27,764	$	1,712,152

Roberto Simon	2016	$	423,077	$	—	$	2,049,892	$	199,989	$	408,803	$	—	$	69,112	$	3,150,873
Chief Financial Officer	2015	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Chief Financial Officer	2014	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Jeffrey Young	2016	$	432,693	$	—	$	1,199,920	$	49,978	$	364,212	$	—	$	13,500	$	2,060,303
Senior Vice President & General Manager, WEX Health	2015	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Senior Vice President & General Manager, WEX Health	2014	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

George W. Hogan	2016	$	321,731	$	200,000	$	499,947	$	124,997	$	201,055	$	—	$	22,036	$	1,369,766
Senior Vice President, International	2015	$	318,308	$	50,000	$	280,021	$	69,975	$	141,176	$	—	$	21,344	$	880,824
Senior Vice President, International	2014	$	297,832	$	—	$	1,006,434	$	—	$	180,242	$	—	$	21,186	$	1,505,694

Kenneth Janosick	2016	$	322,115	$	—	$	499,947	$	124,997	$	333,649	$	—	$	14,058	$	1,294,766
Senior Vice President and General Manager Global Fleet Direct	2015	$	320,000	$	—	$	280,021	$	69,975	$	123,172	$	—	$	13,984	$	807,152
	2014	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—



(1)	Includes amounts that may be contributed by each named executive officer on a pre-tax basis to the company's 401(k) plan and ~~Executive Deferred Compensation Plan.~~EDCP.
(2)	The amounts shown in this column represent the aggregate grant date fair value of stock awards made during 2016, 2015, and 2014, ~~2013,~~respectively, calculated in accordance with FASB ASC Topic 718, assuming performance at target. Assumptions used in the calculation of these amounts are included in the Company's audited financial statements for the fiscal years ended December 31, 2016, 2015, and ~~2012,~~2014, included in the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 6, 2017, February 26, 2016, and February 26, 2015, respectively. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2016 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $3,032,262, $239,938, $1,199,997, $2,299,942, $749,921, and $124,997 for Ms. Smith, Mr. Elder, Mr. Simon, Mr. Young, Mr. Hogan, and Mr. Janosick respectively. The value of the 2015 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $2,129,988, $239,870, $419,980, and $419,980 for Ms. Smith, Mr. Elder, Mr. Hogan, and Mr. Janosick respectively. The value of the 2014 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $5,784,015, $2,000,297, and $1,752,863 for Ms. Smith, Mr. Elder, and Mr. Hogan respectively.
(3)	The amounts shown in this column represent the aggregate grant date fair value of option awards made during 2016 and 2015, respectively, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the Company's audited financial statements for the fiscal years ended December 31, ~~2014, 2013,~~2016 and ~~2012,~~2015, included in the Company's Annual ~~reports~~Reports on Form 10-K filed with the Securities and Exchange Commission on March 6, 2017 and February 26, 2015, February 27, 2014, and March 1, 2013, respectively. For the PSUs granted in March 2014, these amounts reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2014 PSU awards at the grant date assumes that the highest level of performance conditions was achieved and was $5,784,015, $2,000,297, $1,333,409, $1,752,863 and $1,752,863 for Ms. Smith, Mr. Elder, Ms. Morris, Ms. Rapkin and Mr. Hogan respectively. The value of the 2013 PSU awards at the grant date assumes that the highest level of performance conditions was achieved and was $659,876, $479,924, $0, $269,928 and $1,299,905 for Ms. Smith, Mr. Elder, Ms. Morris, Ms. Rapkin and Mr. Hogan respectively. The value of the 2012 PSU awards at the grant date assumes that the highest level of performance conditions was achieved and was $635,937, $269,971, $0, $239,860 and $299,953 for Ms. Smith, Mr. Elder, Ms. Morris, Ms. Rapkin and Mr. Hogan2016, respectively.
~~(3)~~(4)	The amounts shown reflect the cash incentive awarded in March 2017 for 2016 STIP results, March 2016 for 2015 STIP results, and March 2015 for 2014 ~~Short-Term Incentive Program results, March 2014 for 2013 Short-Term Incentive Program results, and March 2013 for 2012 Short-Term Incentive Program~~STIP results, respectively and include amounts contributed by each named executive officer on a pre-tax basis to the Company's ~~Executive Deferred Compensation Plan.~~EDCP.
~~(4)~~(5)	The amounts shown reflect Supplemental Investment & Savings Plan earnings.
~~(5)~~(6)	The following table describes the elements that are represented in the "All Other Compensation" column for ~~2014 :~~2016:

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ALL OTHER COMPENSATION


Name	401(k) or Other Retirement Plan Employer Match ($)		EDCP Employer Match ($)		Other ($)			Total ($)		401(k) or Other Retirement Plan Employer Match ($)		EDCP Employer Match ($)		Other ($)		Total ($)
Melissa D. Smith	$	15,077	$	22,457	$	—		$	39,957	$	15,567	$	24,394	$	—	$	39,961
Steven A. Elder	$	15,600	$	12,164	$	—		$	27,764	$	15,900	$	9,092	$	—	$	24,992
Nicola S. Morris	$	—	$	—	$	209,401	^(a)	$	209,401
Hilary A. Rapkin	$	13,212	$	10,972	$	—		$	24,184
Roberto Simon⁽¹⁾										$	—	$	—	$	69,112	$	69,112
Jeffrey Young										$	13,500	$	—	$	—	$	13,500
George W. Hogan	$	12,066	$	9,120	$	—		$	21,186	$	13,565	$	8,471	$	—	$	22,036
Kenneth Janosick										$	14,058	$	—	$	—	$	14,058

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~~ITEM 3.~~	~~APPROVAL OF 2010 EQUITY AND INCENTIVE PLAN~~

We are asking stockholders to approve the material terms of the Company’s 2010 Equity and Incentive Plan (the “2010 Plan”) and the performance goals thereunder solely for the purpose of enabling the Company to grant awards under the 2010 Plan that are intended to qualify as “performance-based” compensation under Section 162(m) of the Code. We are not seeking approval of any amendments to the 2010 Plan, nor are we seeking an increase in the number of shares available for issuance under the 2010 Plan. We are seeking stockholder approval of the 2010 Plan solely for the purpose of enabling the Company to grant awards that are not subject to the deduction limitations under Section 162(m).

In general, under Section 162(m) of the Code, in order for us to be able to deduct compensation in excess of $1,000,000 paid in any one year to our chief executive officer or any of our three other most highly compensated executive officers (other than our chief executive officer and chief financial officer), that excess compensation must qualify as “performance‑based.” One of the requirements of “performance‑based” compensation for purposes of Section 162(m) is that the “material terms” of the performance goals under which compensation may be paid to our executives be disclosed to and approved by our stockholders every five years. The 2010 Plan was approved by our stockholders in 2010 and accordingly must be approved again this year in order to satisfy the foregoing requirement.

For purposes of Section 162(m), the “material terms” include (i) the individuals eligible to receive compensation, (ii) a description of the business criteria on which the performance goal is based, and (iii) the maximum amount of compensation that can be paid to an individual under the performance goal. Each of these aspects is discussed below, and stockholder approval of this Proposal 3 will constitute approval of each of these aspects of the 2010 Plan for purposes of the approval requirements of Section 162(m) beyond the current expiration of such approval in 2015. While the 2010 Plan will allow the Company to grant awards that are intended to be exempt from Section 162(m), the Compensation Committee may, in its judgment, grant awards under the 2010 Plan that are not exempt from Section 162(m) when it believes that such awards are appropriate to attract and retain executive talent and are in the best interests of our stockholders.

The Board of Directors believes approval of the material terms of the 2010 Plan solely for the purpose of enabling the Company to grant awards that are intended to be fully deductible under Section 162(m) is in the best interests of the Company and its stockholders and recommends a vote “FOR” the approval of the 2010 Plan.

~~Highlights of the 2010 Plan~~



~~No liberal share recycling~~	The 2010 Plan prohibits the re-granting of (i) shares withheld or delivered to satisfy the exercise price of an award or to satisfy tax withholding obligations, (ii) shares that were subject to a stock-settled stock appreciation right and were not issued upon the net settlement or net exercise of such award, or (iii) shares repurchased on the open market using proceeds from the exercise of an award.
~~Fungible share pool~~	~~Full-value awards count against the share limits under the 2010 Plan as 1.53 shares for each share of common stock subject to the award.~~
~~No repricing of stock options or SARs~~	~~The 2010 Plan prohibits the direct or indirect repricing of stock options or stock appreciation rights without stockholder approval.~~
~~No discounted stock options or SARs~~	~~All options and SARs must have an exercise or measurement price not less than the fair market value of the underlying common stock on the date of grant.~~
~~“Double trigger” vesting upon change in control~~	~~Awards granted under the 2010 Plan will not automatically vest solely as a result of a change in control.~~
~~Material amendments that require stockholder approval~~	Stockholder approval is required prior to an amendment to the 2010 Plan that would (i) materially increase the number of share authorized, (ii) expand the types of awards that may be granted, or (iii) materially expand the class of participants eligible to participate.
~~Administered by an independent committee~~	~~The 2010 Plan is administered by the Compensation Committee, which is made up entirely of independent directors.~~
~~Minimum vesting requirements~~	Restricted stock, restricted stock units and other stock-based awards (i) that vest solely based on the passage of time may not vest sooner than ratably over three years and (ii) that do not vest solely based on the passage of time may not vest prior to the first anniversary of grant, with limited exceptions.

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~~Introduction~~

The 2010 Plan was adopted by the Board of Directors of the Company on April 19, 2010 and approved by stockholders on May 21, 2010. Subject to adjustment in the event of stock splits and other similar events, awards may be issued under the 2010 Plan for up to the sum of (i) 3,800,000 shares of common stock and (ii) such additional number of shares of common stock (up to 1,596,169) as is equal to (x) the number of shares of common stock reserved for issuance under the Company’s Amended and Restated 2005 Equity and Incentive Plan (the “Prior Plan”) that remained available for grant under the Prior Plan immediately prior to the Board of Directors’ approval of the 2010 Plan and (y) the number of shares of common stock subject to awards under the Prior Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right.

As of March 31, 2015, (i) options to purchase 52,583 shares of common stock were outstanding under the 2010 Plan, (ii) restricted stock units with respect to 63,592 shares were outstanding under the 2010 Plan, (iii) performance stock units with respect to 218,980 shares at target were outstanding under the 2010 Plan, (iv) no options to acquire common stock under the 2010 Plan had been exercised, (v) 375,195 shares of restricted stock and deferred stock units had been awarded under the 2010 Plan and (vi) 18,423 shares of performance stock had been awarded under the 2010 Plan. As a result and including all cancellations of awards under the 2010 Plan, 3,301,371 shares were available for future grant under the 2010 Plan as of March 31, 2015.

We are not seeking an increase in the number of shares available for issuance under the 2010 Plan, nor are we otherwise amending the 2010 Plan. We are seeking stockholder approval of the 2010 Plan solely for the purpose of enabling the Company to grant awards that are not subject to the deduction limitations under Section 162(m).

~~Description of the 2010 Plan~~

~~The following is a brief summary of the 2010 Plan, a copy of which is attached as~~ ~~Annexure A~~ ~~to this Proxy Statement.~~

~~Types of Awards~~

The 2010 Plan provides for the grant of incentive stock options intended to qualify under Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units, director awards, other stock-based awards, cash-based awards and performance awards as described below (collectively, “Awards”).

~~Incentive Stock Options and Nonstatutory Stock Options.~~ Optionees receive the right to purchase a specified number of shares of common stock at a specified option price and subject to such other terms and conditions as are specified in connection with the option grant. The exercise price of options must not be less than the fair market value of the common stock on the date of grant of the option (or less than 110% of the fair market value in the case of incentive stock options granted to optionees holding more than 10% of the voting power of the Company). Options may not be granted for a term in excess of ten years (or five years in the case of incentive stock options granted to optionees holding more than 10% of the voting power of the Company). The 2010 Plan permits the following forms of payment of the exercise price of options: (i) payment by cash, check or in connection with a “cashless exercise” through a broker, (ii) subject to certain conditions, surrender to the Company of shares of common stock, (iii) subject to certain conditions, for non-statutory stock options, delivery of a notice of “net exercise”, (iv) subject to certain conditions, delivery to the Company of a promissory note, (v) any other lawful means, or (vi) any combination of these forms of payment.

~~Stock Appreciation Rights.~~ A stock appreciation right, or SAR, is an award entitling the holder, upon exercise, to receive an amount in the Company's common stock or cash or a combination thereof determined by reference to appreciation, from and after the date of grant, in the fair market value of a share of common stock over a fixed measurement price. The measurement price of SARs must not be less than the fair market value of the Company's common stock on the date of grant of the SAR. SARs may not be granted for a term in excess of ten years. SARs may be granted independently or in tandem with an option.

~~Restricted Stock Awards.~~ Restricted stock awards entitle recipients to acquire shares of the Company's common stock, subject to the right of the Company to repurchase all or part of such shares from the recipient in the event that the conditions specified in the applicable Award are not satisfied prior to the end of the applicable restriction period established for such Award. The Board of Directors will determine the terms and conditions of the applicable Award, including the conditions for vesting (subject to the minimum vesting requirements described below) and repurchase (or forfeiture) and the issue price, if any. Unless otherwise provided in an Award, any dividends declared and paid by the Company with respect to restricted stock

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~~will be paid to the participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares.~~

~~Restricted Stock Unit Awards.~~ Restricted stock unit awards entitle the recipient to receive shares of the Company's common stock or cash to be delivered at the time such Award vests pursuant to the terms and conditions established by the Board of Directors. The Board of Directors will determine the terms and conditions of the applicable Award, including the conditions for vesting (subject to the minimum vesting requirements described below) and repurchase (or forfeiture) and the issue price, if any. Restricted stock units awards may provide the right to receive dividend equivalents, which may be paid currently or credited to an account for the participant, may be settled in cash and/or shares of the Company's common stock, and may be subject to the same restrictions on transfer and forfeitability as the awards with respect to which paid.

~~Director Awards.~~ The 2010 Plan provides for awards of restricted stock units to be issued for purposes of satisfying the Company’s obligations under its Non-Employee Director Deferred Compensation Plan (the “Deferred Compensation Plan”). Awards granted under the Deferred Compensation Plan are fully vested upon receipt by the directors and each director will receive a one-time distribution of common stock with respect to all vested and nonforfeitable restricted stock units then credited to the director’s account under the Deferred Compensation Plan on the date which is 200 days immediately following the date upon which such director’s service as a member of the Company’s Board of Directors terminates for any reason.

In addition, the 2010 Plan provides for the grant of restricted stock units to non-employee members of the Board of Directors for the purpose of fulfilling the Company’s obligation to compensate each non-employee director (“Annual Director Awards”). All new non-employee directors are granted a number of RSUs, worth the equivalent of $50,000 at the then current stock price. Such RSUs vest annually and are granted at the next annual stockholders meeting after the appointment. Additionally, all non-employee directors shall, at the time of the 2015 annual stockholders’ meeting, be granted a number of restricted stock units worth the equivalent of $110,000 ($147,500 in the case of Executive Chairman of the Board and $135,000 in the case of the Lead Independent Director) at the then current stock price. Such restricted stock units will vest annually. The Board of Directors also retains authority under the 2010 Plan to grant other types of Awards in addition to or in lieu of the restricted stock units issued pursuant to the Deferred Compensation Plan and the Annual Director Awards. All such Awards granted to non-employee members of the Board of Directors are referred to as the “Director Awards.” Any discretionary Awards granted to directors must be granted by a committee of independent directors.

~~Other Stock-Based and Other Cash-Based Awards.~~ Under the 2010 Plan, the Board of Directors has the right to grant other Awards of the Company's common stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based upon, the Company's common stock. Other stock-based awards are available as a form of payment in the settlement of other Awards granted under the 2010 Plan or as payment in lieu of compensation to which a participant is otherwise entitled. The Board of Directors will determine the terms and conditions of the applicable Award, including the conditions for vesting (subject to the minimum vesting requirements described below) and the purchase price, if any. The Company may also grant awards denominated in cash rather than shares of the Company's common stock.

~~Performance Awards.~~ The Compensation Committee may determine, at the time of grant, that a restricted stock award, restricted stock unit award, or other stock-based award granted to an officer will vest solely upon the achievement of specified performance criteria designed to qualify for deduction under Section 162(m) of the Code. We refer to these as “Performance Awards.” Performance Awards can also provide for cash payments of up to $10 million per calendar year per individual. The performance criteria for each such Award will be based on one or more of the following measures, which may be determined pursuant to GAAP or on a non-GAAP basis:

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*		~~pre-tax income or after-tax income,~~
*		~~income or earnings, including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization or extraordinary or special items,~~
*		net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets and/or excluding charges attributable to the adoption of new accounting pronouncements,
*		~~earnings or book value per share (basic or diluted),~~
*		~~return on assets (gross or net), return on investment, return on capital, or return on equity,~~
*		~~return on revenues,~~
*		~~cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital,~~
*		~~economic value created,~~
*		~~operating margin or profit margin,~~
*		~~stock price or total stockholder return,~~
*		~~income or earnings from continuing operations,~~
*		~~revenue, sales, sales growth, earnings growth or market share,~~
*		~~achievement of balance sheet objectives,~~
*		~~cost targets, reductions and savings, expense management, productivity and efficiencies, improvement of financial ratings, and~~
*		strategic business criteria, consisting of one or more objectives based on meeting specified employee satisfaction, human resource management, supervision of litigation, information technology, customer satisfaction, and goals relating to acquisitions, divestitures, joint ventures and similar transactions.

Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated.

~~The Compensation Committee may specify that such performance measures shall be adjusted to exclude any one or more of :~~



*		~~extraordinary items,~~
*		~~gains or losses on the dispositions of discontinued operations,~~
*		~~the cumulative effects of changes in accounting principles,~~
*		~~the write down of any asset,~~
*		~~fluctuation in foreign currency exchange rates,~~
*		~~charges for restructuring and rationalization programs,~~
*		~~non-cash, mark-to-market adjustments on derivative instruments,~~
*		~~amortization of purchased intangibles,~~
*		~~the net impact of tax rate changes,~~
*		~~non-cash asset impairment charges, and~~
*		~~gains on extinguishment of the tax receivable agreement.~~

~~Such performance measures:~~



*		~~may vary by participant and may be different for different awards;~~
*		may be particular to a participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the Compensation Committee; and
*		~~shall be set by the Compensation Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m).~~

The Compensation Committee may, in its sole and absolute discretion, adjust downwards, but not upwards, the cash or number of shares payable pursuant to Performance Awards and may not waive the achievement of the applicable performance measures except in the case of death or disability of the participant or a change in control of the Company.

Awards that are not intended to qualify as Performance Awards may be based on these or such other performance measures as the Board of Directors or the Compensation Committee may determine. The Compensation Committee shall have

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the authority to make equitable adjustments to the performance goals in recognition of unusual or non-recurring events affecting the Company or the financial statements of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

~~Minimum Vesting Periods~~

~~The 2010 Plan generally requires that all restricted stock awards, restricted stock unit awards and other stock-based awards will be subject to the following minimum vesting provisions:~~



*		~~Awards that vest solely based on the passage of time may not vest sooner than ratably over three years; and~~
*		~~Awards that do not vest based solely on the passage of time may not vest prior to the first anniversary of their grant.~~

These minimum vesting requirements can be waived in the event of the death or disability of the participant, the termination of the participant’s employment or service relationship under specified circumstances or upon a merger, consolidation, sale, reorganization, recapitalization, or change in control of the Company. The minimum vesting requirements do not apply to Director Awards. In addition, restricted stock awards, restricted stock unit awards and other stock-based awards for up to an aggregate of 10% of the maximum number of shares of Common Stock authorized for issuance under the 2010 Plan may be granted without satisfying the minimum vesting requirements.

~~Restrictions on Repricings~~

~~Unless approved by the Company’s stockholders (except as provided under the 2010 Plan in connection with changes in capitalization and reorganization and change in control events):~~



*		~~No option or SAR granted under the 2010 Plan may be amended to provide an exercise or measurement price that is lower than its then-current exercise or measurement price; and~~
*		The Board of Directors may not cancel any outstanding option or SAR (whether or not granted under the 2010 Plan) and grant in substitution therefor new Awards under the 2010 Plan covering the same or a different number of shares of the Company's common stock and having an exercise or measurement price lower than the then-current exercise or measurement price of the canceled option or SAR; and
*		The Board of Directors may not cancel in exchange for a cash payment any outstanding option or SAR with an exercise or measurement price below the then-current fair market value of the Company's common stock or take any other action under the 2010 Plan that would constitute a “repricing” within the meaning of the rules of the New York Stock Exchange.

~~Transferability of Awards~~

Except as the Board of Directors may otherwise determine or provide in an Award with respect to certain gratuitous transfers, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an incentive stock option, pursuant to a qualified domestic relations order. During the life of the participant, awards are exercisable only by the participant.

~~Eligibility to Receive Awards~~

Employees, officers, directors, consultants and advisors of the Company and any of its present or future parent or subsidiary corporations, and of other business ventures in which the Company has a controlling interest are eligible to be granted Awards under the 2010 Plan. Under present law, however, incentive stock options may only be granted to employees of the Company and its parent and subsidiary corporations.

The maximum number of shares with respect to which Awards may be granted to any participant under the 2010 Plan may not exceed 1,000,000 shares per calendar year for Awards issued in the form of options and SARs and 1,000,000 shares per calendar year for Awards granted in the form of restricted stock awards, restricted stock unit awards or other stock-based awards. For purposes of this limit, the combination of an option in tandem with a SAR is treated as a single award.

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~~Shares Issuable Under the 2010 Plan~~

~~Subject to adjustment in the event of stock splits and other similar events, Awards may be issued under the 2010 Plan for up to the sum of:~~



*		~~3,800,000 shares of the Company's common stock; and~~
*		such additional number of shares of the Company's common stock (up to 1,596,169) as is equal to (x) the number of shares of the Company's common stock reserved for issuance under the Prior Plan that remained available for grant under the Prior Plan immediately prior to the Board of Director’s approval of the 2010 Plan and (y) the number of shares of the Company's common stock subject to awards under the Prior Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right (subject, in the case of incentive stock options, to any limitations under the Code).

The 2010 Plan uses a “fungible share” concept under which each share of the Company's common stock subject to Awards granted as options and SARs cause one share of the Company's common stock per share under the Award to be removed from the available share pool, while each share of the Company's common stock subject to Awards granted as restricted stock, restricted stock units, or other stock-based awards where the per share purchase price for the Award is less than 100% of the fair market value of our the Company's common stock on the date of grant of the Award will cause 1.53 shares of the Company's common stock per share under the Award to be removed from the available share pool. Shares of the Company's common stock covered by awards under the 2010 Plan that are returned to the 2010 Plan as described in the following paragraph and become available for issuance pursuant to a new Award will be credited back to the pool at the same rates described above.

If any Award expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part, or otherwise results in shares of the Company's common stock not being issued, the unused shares covered by such Award will generally become available for future grant under the 2010 Plan. However, any shares of the Company's common stock tendered to pay the exercise price of an Award (either by actual delivery, attestation or net exercise) or to satisfy tax withholding obligations and any shares of the Company's common stock repurchased on the open market using the proceeds from the exercise of an Award shall not become available for future grant under the 2010 Plan. In addition, the full number of shares of the Company's common stock subject to any stock-settled SAR will count against the shares available for issuance under the 2010 Plan, regardless of the number of shares of common stock actually issued to settle such SAR upon exercise.

~~Plan Benefits~~

As of March 17, 2015, approximately1,961 persons were eligible to receive Awards under the 2010 Plan, including the Company’s eight executive officers and nine non-employee directors. The granting of Awards under the 2010 Plan is discretionary, and the Company cannot now determine the number or type of Awards to be granted in the future to any particular person or group.

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~~Since the date the 2010 Plan was adopted through March 17, 2015, WEX granted the following number of options, RSUs and PSUs to the individuals and groups listed below:~~

Name Options
RSUs¹
PSUs²
Ms. Smith 13,000
23,545
55,963
Mr. Crowley 2,050
3,875
11,743
Mr. Elder 1,171
7,065
19,318
Mr. Hogan 2,050
6,919
31,750
Mr. Janosick 2,050
5,192
16,397
Ms. Morris 1,757
4,055
9,118
Ms. Rapkin 1,904
6,986
17,467
Ms. Vanderhoof 1,757
1,883
9,118
Total Executive Officers 25,739
59,520
170,874

Mr. Dubyak —
50,589
40,759

Mr. Pond —
7,638
—
Mr. Maheu —
7,863
—
Mr. Duprat —
1,762
—
Dr. Moriarty —
10,343
—
Ms. Sommer —
7,638
—
Mr. VanWoerkom —
7,638
—
Mr. McTavish —
9,764
—
Mr. Ghosh —
11,925
—
Total Non-Employee Directors —
64,571
—

All Other Employees 26,844
136,291
285,773

Total 52,583
310,971
497,406

¹~~Total includes Deferred Stock Units granted to non-employee Directors.~~

² ~~PSUs are reflected at target. The actual PSU award payout will be made in shares of WEX common stock and can range from 0% up to 200% of the target number of performance stock units awarded.~~

~~On March 17, 2015, the last reported sale price of the Common Stock on the New York Stock Exchange was $102.70.~~

~~Administration~~

The 2010 Plan is administered by the Board of Directors. The Board of Directors has the authority to grant Awards and to adopt, amend and repeal the administrative rules, guidelines and practices relating to the 2010 Plan and to interpret the provisions of the 2010 Plan. Pursuant to the terms of the 2010 Plan, the Board of Directors may delegate authority under the 2010 Plan to one or more committees or subcommittees of the Board of Directors or to certain of our officers (subject to any limitations contained in the 2010 Plan). The Board of Directors has authorized the Compensation Committee to administer certain aspects of the 2010 Plan, including the granting of options to executive officers.

Subject to any applicable limitations contained in the 2010 Plan, the Board of Directors, the Compensation Committee, or any other committee to whom the Board of Directors delegates authority, as the case may be, selects the recipients of Awards and determines (i) the number of shares of the Company's common stock covered by options and the dates upon which such options become exercisable, (ii) the exercise price of options (which may not be less than 100% of fair market value of the Company's common stock), (iii) the duration of options (which may not exceed 10 years) and (iv) the number of shares of the Company's common stock subject to any SAR, restricted stock award, restricted stock unit award or other stock-based awards and the terms and conditions of such Awards, including conditions for repurchase, issue price and repurchase price.

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~~Changes in Capitalization and Reorganization Events~~

The Board of Directors is required to make appropriate adjustments in connection with the 2010 Plan and any outstanding Awards to reflect stock splits, stock dividends, recapitalizations, combinations of shares, reclassifications of shares, spin-offs and other similar changes in capitalization.

The 2010 Plan also contains provisions addressing the consequences of any Reorganization Event, which is defined as (i) any merger or consolidation of the Company with or into another entity as a result of which all of the common stock of the Company is converted into or exchanged for the right to receive cash, securities or other property, or is canceled or (b) any transfer or disposition of all of the common stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company. In connection with a Reorganization Event, the Board of Directors may take any one or more of the following actions as to all or any outstanding Awards other than restricted stock awards on such terms as the Board of Directors determines (except to the extent specifically provided otherwise in an applicable Award or another agreement between the Company and a participant): (i) provide that Awards will be assumed, or substantially equivalent Awards will be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice, provide that all unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards will become exercisable, realizable or deliverable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of the Company's common stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to an Award holder equal to (A) the number of shares of the Company's common stock subject to the vested portion of the holder’s Awards (after giving effect to any acceleration of vesting that occurs upon or immediately prior to the Reorganization Event) multiplied by (B) the excess of the Acquisition Price over the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards will convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. The Board of Directors is not obligated under the 2010 Plan to treat all Awards, all Awards held by any participant or all Awards of the same type, identically.

With respect to restricted stock awards, the 2010 Plan generally provides that the Company’s repurchase and other rights under such Awards will inure to the benefit of the acquiring or succeeding corporation and will apply to the cash, securities or other property into which the Company's common stock is converted. However, the Board of Directors may provide for the termination or deemed satisfaction of such repurchase or other rights under the Award or any other agreement between a participant and the Company, either initially or by amendment. Upon a liquidation or dissolution of the Company, all restrictions and conditions on all restricted stock awards then outstanding generally will automatically be deemed terminated or satisfied.

~~Certain restricted stock unit awards that are subject to Section 409A of the Code will be settled in accordance with the terms of the applicable Award agreement.~~

~~Change in Control Events~~

The 2010 Plan also contains provisions addressing the consequences of any Change in Control Event (as defined in the 2010 Plan). Except to the extent otherwise provided in the instrument evidencing an Award or in any other agreement, in the event that the participant is terminated by the Company or its successor without cause (as defined in the 2010 Plan) or the participant resigns for good reason (as defined in the 2010 Plan), in each case within 12 months following the Change in Control Event, then:



*		all Awards other than restricted stock awards held by such participant shall automatically become exercisable, realizable or deliverable in full or restrictions applicable to such Awards will lapse in full; and
*		~~the restrictions and conditions on all restricted stock awards then held by the participant will be deemed waived in full.~~

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~~Acceleration~~

In the case of restricted stock awards, restricted stock unit awards and other stock-based awards, subject to the minimum vesting requirements set forth above and the limitations applicable to Performance Awards, the Board of Directors may at any time provide that any Award will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part, as the case may be.

In the case of options and SARs, the Board of Directors may provide for acceleration of vesting upon the death or disability of the participant, the termination of the participant’s employment or service under specified circumstances, or upon a merger, consolidation, sale, reorganization, recapitalization or change in control of the Company. In addition, the Board of Directors may provide for the acceleration of vesting of options and SARs in any other circumstance, provided that the number of options and SARs that may be accelerated, together with any restricted stock awards, restricted stock unit awards and other stock-based awards that do not satisfy the minimum vesting requirements set forth above, may not exceed in the aggregate 10% of the maximum number of shares of the Company's common stock authorized for issuance under the 2010 Plan.

~~Substitute Awards~~

In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board of Directors may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms, as the Board of Directors deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the 2010 Plan. Substitute Awards will not count against the 2010 Plan’s overall share limit or any sublimits, except as may be required by the Code.

~~Provisions for Foreign Participants~~

The Board of Directors may establish one or more sub-plans under the 2010 Plan to satisfy applicable securities, tax or other laws of various jurisdictions. The Board of Directors will establish such sub-plans by adopting supplements to the 2010 Plan containing any limitations on the Board of Director’s discretion under the 2010 Plan and any additional terms and conditions not otherwise inconsistent with the 2010 Plan as the Board of Directors deems necessary or desirable. All supplements adopted by the Board of Directors will be deemed to be part of the 2010 Plan, but each supplement will only apply to participants within the affected jurisdiction.

~~Amendment or Termination~~

No Award may be made under the 2010 Plan after May 20, 2020 but Awards previously granted may extend beyond that date. The Board of Directors may at any time amend, suspend or terminate the 2010 Plan; provided that no amendment requiring stockholder approval under Section 162(m) of the Code, under Section 424 of the Code (or any successor provision) with respect to incentive stock options, or under the rules of the New York Stock Exchange will become effective until such stockholder approval is obtained. In addition, if the New York Stock Exchange amends its corporate governance rules so that they no longer require stockholder approval of “material revisions” of equity-compensation plans, stockholder approval would nevertheless be required for any amendment that expands the types of Awards that may be granted under the 2010 Plan, materially increases the number of shares authorized under the 2010 Plan (other than to reflect changes in capitalization) or materially expands the eligible participants.

Subject to limitations on repricing, minimum vesting provisions, and stockholder approval requirements and any limitations with respect to Performance Awards, the Board of Directors may amend, modify or terminate any outstanding Award under the 2010 Plan, including but not limited to, substituting another Award of the same or a different type, changing the date of exercise or realization, and converting an incentive stock option to a nonstatutory stock option, provided that participant consent is required unless the Board of Directors determines that the action, taking into account any related action, does not materially and adversely affect the participant’s rights under the 2010 Plan or the change is otherwise permitted under the 2010 Plan.

~~Federal Income Tax Consequences~~

The following is a summary of the United States federal income tax consequences that generally will arise with respect to Awards granted under the 2010 Plan. This summary is based on the federal tax laws in effect as of the date of this proxy statement. In addition, this summary assumes that all Awards are exempt from, or comply with, the rules under Section 409A of

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~~the Code regarding nonqualified deferred compensation. Changes to these laws could alter the tax consequences described below.~~

~~Incentive Stock Options~~

A participant will not have income upon the grant of an incentive stock option. Also, except as described below, a participant will not have income upon exercise of an incentive stock option if the participant has been employed by the Company or its corporate parent or 50% or more-owned corporate subsidiary at all times beginning with the option grant date and ending three months before the date the participant exercises the option. If the participant has not been so employed during that time, then the participant will be taxed as described below under “Nonstatutory Stock Options.” The exercise of an incentive stock option may subject the participant to the alternative minimum tax.

A participant will have income upon the sale of the stock acquired under an incentive stock option at a profit (if sales proceeds exceed the exercise price). The type of income will depend on when the participant sells the stock. If a participant sells the stock more than two years after the option was granted and more than one year after the option was exercised, then all of the profit will be long-term capital gain. If a participant sells the stock prior to satisfying these waiting periods, then the participant will have engaged in a disqualifying disposition and a portion of the profit will be ordinary income and a portion may be capital gain. This capital gain will be long-term if the participant has held the stock for more than one year and otherwise will be short-term. If a participant sells the stock at a loss (sales proceeds are less than the exercise price), then the loss will be a capital loss. This capital loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

~~Nonstatutory Stock Options~~

A participant will not have income upon the grant of a nonstatutory stock option. A participant will have compensation income upon the exercise of a nonstatutory stock option equal to the value of the stock on the day the participant exercised the option less the exercise price. Upon sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the option was exercised. This capital gain or loss will be long-term if the participant has held the stock for more than one year and otherwise will be short-term.

~~Stock Appreciation Rights~~

A participant will not have income upon the grant of a stock appreciation right or SAR. A participant generally will recognize compensation income upon the exercise of a SAR equal to the amount of the cash and the fair market value of any stock received. Upon the sale of the stock, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the day the SAR was exercised. This capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

~~Restricted Stock Awards~~

A participant will not have income upon the grant of restricted stock unless an election under Section 83(b) of the Code is made within 30 days of the date of grant. If a timely 83(b) election is made, then a participant will have compensation income equal to the value of the stock less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the difference between the sales proceeds and the value of the stock on the date of grant. If the participant does not make an 83(b) election, then when the stock vests the participant will have compensation income equal to the value of the stock on the vesting date less the purchase price. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

~~Restricted Stock Units~~

A participant will not have income upon the grant of a restricted stock unit. A participant is not permitted to make a Section 83(b) election with respect to a restricted stock unit award. When the restricted stock unit vests, the participant will have income on the vesting date in an amount equal to the fair market value of the stock on the vesting date less the purchase price, if any. When the stock is sold, the participant will have capital gain or loss equal to the sales proceeds less the value of the stock on the vesting date. Any capital gain or loss will be long-term if the participant held the stock for more than one year and otherwise will be short-term.

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~~Other Stock-Based Awards~~

The tax consequences associated with any other stock-based award granted under the 2010 Plan will vary depending on the specific terms of such Award. Among the relevant factors are whether or not the Award has a readily ascertainable fair market value, whether or not the Award is subject to forfeiture provisions or restrictions on transfer, the nature of the property to be received by the participant under the Award and the participant’s holding period and tax basis for the Award or underlying Common Stock.

~~Tax Consequences to the Company~~

There will be no tax consequences to the Company except that the Company will be entitled to a deduction when a participant has compensation income. Any such deduction will be subject to the limitations of Section 162(m) of the Code.

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~~ITEM 4.~~	~~APPROVAL OF 2015 SECTION 162(m) PERFORMANCE INCENTIVE PLAN~~

We are asking stockholders to approve the WEX Inc. 2015 Section 162(m) Performance Incentive Plan (the “Section 162(m) Plan”). The Board of Directors believes approval of the Section 162(m) Plan is in the best interests of the Company and its stockholders and recommends a vote "FOR" the approval of the Section 162(m) Plan. The following is a summary of the Section 162(m) Plan, a copy of which is attached as ~~Annexure B~~ ~~to this Proxy Statement.~~

~~Purpose~~

The purpose of the Section 162(m) Plan is to motivate and retain senior executives of the Company to achieve targeted levels of corporate, financial and strategic performance. The Section 162(m) Plan is intended to permit the Company to make payments of incentive compensation to certain of our executives that will be eligible to be fully deductible by the Company despite deduction limitations that might otherwise apply to such payments under Section 162(m) of the Code (“Section 162(m)”). In general, under Section 162(m), in order for us to be able to deduct compensation in excess of $1,000,000 paid in any one year to our chief executive officer or any of our three other most highly compensated executive officers (other than our chief executive officer and chief financial officer), that excess compensation must qualify as “performance‑based.” One of the requirements of “performance‑based” compensation for purposes of Section 162(m) is that the “material terms” of the performance goals under which compensation may be paid to our executives be disclosed to and approved by our stockholders. The Board of Directors has adopted the Section 162(m) Plan, subject to stockholder approval, in order to satisfy the “performance-based compensation” requirements under Section 162(m), thereby enabling the Company to maximize its deduction for compensation paid to its executive officers. Stockholder approval of the Section 162(m) Plan will result in these incentive compensation payments, which may not otherwise be deductible as a result of Section 162(m), becoming eligible for deduction. The terms of the Section 162(m) Plan, if approved by stockholders, will apply to awards for or during fiscal year 2015 and later fiscal periods.

~~Eligibility to Participate~~

Participants in the Section 162(m) Plan include the chief executive officer and such other key executives or class of executives as may be designated as participants for any performance period by the Compensation Committee. A performance period under the Section 162(m) Plan may be one or more fiscal years, or such other period as determined by the Compensation Committee. The Compensation Committee currently intends to designate as participants in the Section 162(m) Plan those executives whose compensation is expected to be subject to the deduction limits under Section 162(m) for the applicable fiscal year or years in which the performance period occurs. The actual number of employees who will be eligible to participate in the Section 162(m) Plan during any particular performance period will be determined by the Compensation Committee. During fiscal year 2015, we expect 9 executives will participate in the Section 162(m) Plan.

~~Awards~~

The Section 162(m) Plan provides for the establishment for each performance period of an incentive pool equal to 6% of the Company’s “Adjusted Net Income” for the applicable performance period. For purposes of the Section 162(m) Plan, “Adjusted Net Income” is defined as the net earnings attributable to the Company as determined in accordance with GAAP and as set forth in the Company’s financial statements filed with the Securities and Exchange Commission (“the Commission”) for the applicable performance period, adjusted for fair value changes of derivative instruments, the amortization of purchased intangibles, the expense associated with stock-based compensation, acquisition related expenses, the net impact of tax rate changes on the Company’s deferred tax asset and related changes in the tax-receivable agreement, deferred loan costs associated with the extinguishment of debt, certain non-cash asset impairment charges, gains on the extinguishment of the tax receivable agreement, gain or losses on divestitures and adjustments attributable to non-controlling interests, losses from discontinued operations, budgeted income not realized post-closing date of divestitures, the cumulative effects of changes in Generally Accepted Accounting Principles, the results from non-budgeted acquisitions, any one-time charge, dilution, or severance payment in connection with any acquisition or divestiture, the effect of changes to our effective federal or state tax rates, the impact of foreign exchange rates on PPG adjusted revenue and/or adjusted net income by more than 10% versus budgeted amounts, extraordinary items of loss or expense, any other unusual or nonrecurring items of loss or expense, including restructuring charges, as well as the related tax impacts of the adjustments, and as set forth in the Company’s Form 10-K filed with the Commission for the applicable performance period.

At the beginning of each performance period under the Section 162(m) Plan (and within the time period specified by Section 162(m)), the Compensation Committee will allocate the incentive pool among the participants for the performance

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period. In no event may the allocation to any particular participant exceed 100% of the total incentive pool for the performance period, and the sum of the incentive pool allocations for all participants may never exceed 100% of the total incentive pool.

This plan is designed to condition and limit participants’ actual awards based on the financial performance of the company, not to increase awards above the levels that the Compensation Committee would otherwise approve. Accordingly, the Compensation Committee may, in its sole discretion, and currently intends to, subject the participant’s right to receive his or her allocation of the incentive pool to additional service and/or performance conditions, including, without limitation, performance conditions under the annual short-term incentive plan (“STIP”) established by the Board of Directors or the Compensation Committee and/or conditions relating to the delivery of equity awards under the Company’s 2010 Equity and Incentive Plan, or any successor equity incentive plan (the “Equity Plan”).

The Compensation Committee may use negative discretion to reduce or eliminate the amount of any incentive pool allocation to a participant. However, in no event may the Board of Directors or the Compensation Committee increase the amount of any payment under the Section 162(m) Plan. The payment of any amount under the Section 162(m) Plan may be made in cash or in the form of equity awards under the Equity Plan (subject to the terms of the Equity Plan). Except as specifically set forth in the Section 162(m) Plan, the STIP, the Equity Plan, or another agreement between a participant in the Section 162(m) Plan and the Company, a participant must be employed by the Company or one of its subsidiaries on the date on which any amount under the Section 162(m) Plan is paid in order to be eligible to receive such payment under the Section 162(m) Plan.

Subject to the approval of the Section 162(m) Plan, by the stockholders, the following are designated as participants of the Plan for the one year performance period beginning January 1, 2015 and ending on December 31, 2015, corresponding to the Company's 2015 fiscal year:



~~Name~~	~~Maximum Percentage~~
~~Melissa D. Smith~~	~~40%~~
~~Stephen R. Crowley~~	~~7.5%~~
~~Steven A. Elder~~	~~7.5%~~
~~George W. Hogan~~	~~7.5%~~
~~Kenneth Janosick~~	~~7.5%~~
~~Nicola S. Morris~~	~~7.5%~~
~~Hilary A. Rapkin~~	~~7.5%~~
~~Alison Vanderhoof~~	~~7.5%~~
~~Jeff Young~~	~~7.5%~~

~~Administration of the Plan~~

~~The Section 162(m) Plan will be administered by the Compensation Committee consistent with the requirements of Section 162(m).~~

~~Amendment or Termination of the Plan~~

~~The Compensation Committee may at any time, in its sole discretion, amend or terminate the Section 162(m) Plan.~~

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SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table provides information about shares of common stock that may be issued under the Company's equity compensation plans as of December 31, ~~2014.~~2016. The Company's only equity plan, the 2010 Equity and Incentive Plan, has been approved by our stockholders.


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units (#)	Weighted-Average Exercise Price of Outstanding Options (Excludes Restricted Stock Units) ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#)	Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units (#)	Weighted-Average Exercise Price of Outstanding Options (Excludes Restricted Stock Units) ($)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#)
Equity compensation plans approved by Company security holders	600,217	13.59	3,439,358	1,087,374	81.90	2,645,897



¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240. 14a-12
WEX INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ	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 materials.
¨	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 Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:



Voting Your Shares	1
Governance	2
Item 1: Election of Directors	2
The Board of Directors	3
Members of the Board of Directors	4
Number of Directors and Terms	89
Board and Committee Meetings	89
Compensation Committee Interlocks and Insider Participation	1011
Director Compensation	1011
~~2014~~2016 Director Compensation	1112
Non-Employee Director Ownership Guidelines	1112
Principal Stockholders	1213
Amount and Nature of Shares Beneficially Owned	1213
Director Independence	1416
Director ~~Nomination~~Nominations and Recommendations	1416
Communications with the Board of Directors	1618
Compensation	1719
Executive Officers	19
Item 2: Advisory Vote on Executive Compensation	1721
Item 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive ~~Officers~~Compensation	1822
Executive Compensation	1922
Compensation Discussion and Analysis	1922
Executive Summary	1923
Process for Determining Executive Compensation	2327
Total Compensation - Objectives and Philosophy	2428
~~2014~~2016 Total Direct Compensation	2428
Peer Group	2832
Strong Say on Pay Support and Stockholder Engagement	2933
Changes ~~in 2015~~for 2017	3033
Other Compensation Program and Governance Features	3133
Compensation Committee Report ~~on Executive Compensation~~	3335
2016 Summary Compensation Table	3436
All Other Compensation	3537
2016 Grants of Plan-Based Awards	3638
Outstanding Equity Awards at ~~2014~~2016 Fiscal Year End	3739
~~2014~~2016 Option Exercises and Stock Vested	3941
~~2014~~2016 Non-qualified Deferred Compensation	4042
Employment Agreements, Severance and Change in Control Benefits	4244
Potential Payments Upon Termination of Employment	43
~~Item 3: Approval of the 2010 Equity and Incentive Plan~~	45
~~Item 4: Approval of the 2015 Section 162(m) Performance Incentive Plan~~	5646
Securities Authorized for Issuance under Equity Compensation Plans	5848
Section 16(A) Beneficial Ownership Reporting Compliance	5848
Certain Relationships and Related Transactions	5848
Item 5:4: Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for Fiscal Year ~~2015~~2017	6051
Audit Committee Report	6152
Independent Registered Public Accountant	6253
Auditor Selection and Fees	6253
Other Business	6354
Information About Voting Procedures	6455
Appendix A	60



Finance, accounting, or reporting experience. Directors with an understanding of finance and financial reporting processes are valued on our Board because of the importance we place on accurate financial reporting and robust financial controls and compliance. We also seek to have a number of directors who qualify as audit committee financial experts.	Global or international business experience. Because our company is a global organization, directors with broad international exposure provide useful business and cultural perspectives. We seek directors who have had relevant experience with multinational companies or in international markets.
Legal or regulatory experience. Directors who have had legal or regulatory experience ~~can~~ provide insights into addressing significant legal and public policy issues, particularly in areas related to our company’s business and operations. Because our company’s business requires compliance with a variety of regulatory requirements across a number of countries, our Board values directors with relevant legal or regulatory experience.	Leadership experience. We believe that directors who have held significant leadership positions over an extended period, especially CEO positions, provide the company with unique insights. These people generally possess extraordinary leadership qualities, and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth.
Business development and M&A experience. Directors with a background in business development and in M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in analyzing the “fit” of a proposed acquisition with a company’s strategy, the valuation of transactions, and assessing management’s plans for integration with existing operations.	Technology experience. As a technology company and leading innovator, we seek directors with backgrounds in technology and cybersecurity because our success depends on developing, investing in and protecting new technologies and ideas.
Marketing or public relations experience. Directors, who have had relevant experience in marketing, brand management, and public relations, especially on a global basis, provide important insights to our Board.	Industry experience. We seek to have directors with experience in the payments, travel and healthcare industries in which we participate.



George L. McTavish	Age 7375 Class I Director Since 2007 Term Expires ~~2015~~2018
Mr. McTavish currently sits on the Advisory Board of Clayton Associates, which makes early stage investments in healthcare and technology companies, where he has served since March 2014. From October 2004 until ~~his retirement in~~ October 2012, Mr. McTavish served as the Chairman and Chief Executive Officer of Source Medical Corporation, an outpatient information solutions and service provider for ambulatory surgery centers and rehabilitation clinics. Before joining Source Medical, Mr. McTavish served as Chairman and Chief Executive Officer of BenView Capital, a private investment company, from December 2001 to October 2004. Prior to BenView, Mr. McTavish was a full-time consultant for Welsh Carson Anderson & Stowe, an investment buy-out firm in New York City. From 1987 to 1997, Mr. McTavish was Chairman and Chief Executive Officer of Comdata, a provider of information services, financial services and software to the transportation industry. Following the acquisition of Comdata Corporation by Ceridian Corporation in 1995, he was also named as an Executive Vice President of Ceridian. He had joined Comdata after serving as Chairman and Chief Executive Officer of Hogan Systems, a provider of enterprise software systems to the banking and financial services industries. Mr. McTavish is also a member of the boards of directors of several private businesses. The Board concluded that Mr. McTavish is well suited to serve as a director of the Company because of his leadership experience as the Chairman and CEO of an information services company and experience as the CEO of several large organizations. In addition the Board benefits from his deep knowledge of the payments, fleet and healthcare industries and experience in business development and financial and technology industries.

Regina O. Sommer	Age 5759 Class I Director Since 2005 Term Expires ~~2015~~2018
Since March 2005, Ms. Sommer has been a financial and business consultant. From January 2002 until March 2005, Ms. Sommer served as Vice President and Chief Financial Officer of Netegrity, Inc., a leading provider of security software solutions, which was acquired by Computer Associates International, Inc. in November 2004. From October 1999 to April 2001, Ms. Sommer was Vice President and Chief Financial Officer of Revenio, Inc., a privately-held customer relationship management software company. Ms. Sommer was Senior Vice President and Chief Financial Officer of Open Market, Inc., an Internet commerce and information publishing software firm, from 1997 to 1999 and Vice President and Chief Financial Officer from 1995 to 1997. From 1989 to 1994, Ms. Sommer was Vice President at The Olsten Corporation and Lifetime Corporation, providers of staffing and healthcare services. From 1980 to 1989, Ms. Sommer served in various positions from staff accountant to senior manager at PricewaterhouseCoopers. Ms. Sommer served on the Board of SoundBite Communications, Inc., from 2006 until May 2012, where she was the chair of the Audit Committee and a member of the Compensation Committee. In addition, she has sat on the board of Insulet Corporation since 2008, a publicly held provider of an insulin infusion system for people with insulin-dependent diabetes. She also serves on Insulet’s Audit Committee and ~~is the chair of the~~ Nominating and Governance Committee. Ms. Sommer also sat on the Board of ING Direct from January 2008 until February 2012, and served as a member of the Audit, Risk Oversight and Investment and the Governance and Conduct Review Committees. The Board concluded that Ms. Sommer is well suited to serve as a director of the Company because of her past leadership experience as the Chief Financial Officer of two publicly-traded companies. In addition, she brings significant financial expertise across a broad range of industries relevant to the Company’s business, including banking, software development and auditing. She also adds value from her experience in business development.

John E. Bachman	Age 61 Class I Director Since 2016 Term Expires 2018
Mr. Bachman was a partner at the accounting firm of PricewaterhouseCoopers LLP (“PwC”), a firm that focuses on audit and assurance and tax and consulting services, from 1989 to 2015. At PwC, in addition to audit partner work, Mr. Bachman served from July 2007 to November 2013 as the operations leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Mr. Bachman earlier served for three years as the firm’s strategy leader, where he was responsible for strategic planning across business units, geographies and industries. As an audit partner, Mr. Bachman focused on companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Mr. Bachman sits on the Board of The Children’s Place, Inc., a children’s specialty apparel retailer. Mr. Bachman received an MBA from the Harvard University Graduate Business School and a bachelor’s degree from Bucknell University. The Board concluded that Mr. Bachman is well suited to serve as a director of the Company because of his extensive background in auditing, as well as his strategy and operations experience with C-level executives, which will benefit WEX’s vision of global expansion now and in the future.

Shikhar Ghosh	Age 57 59 Class II Director Since 2005 Term Expires ~~2016~~2019
~~Since August 2008,~~ Mr. Ghosh ~~has been~~is a Professor inof Management Practice at the ~~Entrepreneurial Management Unit of~~ Harvard Business School. He has been on the faculty since August 2008. Mr. Ghosh is also currently on the ~~Chairman~~board of ~~Rave Mobile Safety,~~Decision Resources Group, a ~~venture-backed company which builds mobile applications for universities.~~leading provider of information services to the healthcare industry and Evidence Action, a non-profit organization that provides health services to over 200 million children across multiple countries. From June 2006 until December 2007, Mr. Ghosh was the Chief Executive Officer of Risk Syndication for the Kessler Group, where he enabled bank clients and their endorsing partners to market credit cards. From June 1999 to June 2004, Mr. Ghosh was Chairman and Chief Executive Officer of Verilytics Technologies, LLC, an analytical software company focused on the financial services industry. In 1993, Mr. Ghosh founded Open Market, Inc., an Internet commerce and information publishing software firm. From 1988 to 1993, Mr. Ghosh was the Chief Executive Officer of Appex Corp., a technology company that was sold to Electronic Data Systems Corporation in 1990. From 1980 until 1988, Mr. Ghosh served in various positions with The Boston Consulting Group, and was elected as a worldwide partner and a director of the firm in 1988. The Board concluded that Mr. Ghosh is well suited to serve as a director of the Company because of his experience with various technology related ventures and record of founding companies that have operated in emerging technology markets. Mr. ~~Ghosh~~Ghosh's qualifications to serve on the Board include his ~~academia~~academic experience and executive management, business development and leadership experience, as the Chairman and CEO of various companies.



Jack VanWoerkom	Age 6163 Class I Director Since 2005 Term Expires ~~2015~~ 2018
Mr. VanWoerkom has served as an Operating Partner at Highland Consumer Fund, which invests in growth-oriented consumer-facing businesses, including specialty retail, e-commerce, consumer products and consumer service companies, since June 2015. From June 2011 until June 2015, he was retired. From June 2007 until his retirement in June 2011 Mr. VanWoerkom was employed by The Home Depot, Inc., a home improvement retailer, as Executive Vice President, General Counsel and Corporate ~~Secretary from June 2007 until his retirement in June 2011.~~Secretary. Previously, Mr. VanWoerkom served as Executive Vice President, General Counsel and Secretary of Staples, Inc., an office supply retailer, from March 2004 to June 2007. Before that, Mr. VanWoerkom was Senior Vice President, General Counsel and Secretary of Staples from March 1999 to March 2004. The Board concluded that, due to his experience as a general counsel and an executive officer of several companies, Mr. VanWoerkom is well suited to serve as a director of the Company. Specifically, his experience with legal, regulatory, corporate governance and corporate transactions, including mergers and acquisitions, provides a valuable point of view on the board. Mr. VanWoerkom brings an international perspective to the Board owing to his experience with managing global suppliers and international operations.



James Neary	Age 52 Class II Director Since 2016 Term Expires 2019
Mr. Neary is a managing director of Warburg Pincus, a stockholder of our Company, which he joined in 2000. Mr. Neary has served as co-head of the Industrial & Business Services team since June 2013 and is also a member of the firm’s executive management group. From 2010 to June 2013, Mr. Neary led the firm’s late-stage efforts in the technology and business services sectors in the U.S. Prior to that, from 2004 to 2010, he was co-head of the technology, media and telecommunications investment efforts in the U.S. From 2000 to 2004, Mr. Neary led the firm’s Capital Markets activities. Before joining Warburg Pincus, he was a managing director at Chase Securities, an investment advisory firm. Mr. Neary has been the Chairman of Endurance International Group, a web presence solutions company, since December 2011 and Hygiena, a manufacturer of food safety devices, since August 2016. He is also a director of several private companies and a trustee of The Mount Sinai Health Systems. Mr. Neary has previously served on the boards of Fidelity National Information Services, Inc., a bank technology processing company, from October 2009 to October 2013, Coyote Logistics, a truck brokerage business now owned by UPS, from November 2007 to September 2015 and Interactive Data Corporation, a firm providing financial market data and analytics and now owned by Intercontinental Exchange, from July 2010 to December 2015. The Board concluded that Mr. Neary is qualified to serve as a director of the Company due to his extensive knowledge of the payments industry, strategy and business development and his wide-ranging experience as a director and as chairman of other companies and his perspective as the representative of a substantial shareholder.

Kirk P. Pond	Age 7072 Class II Director Since 2005 Term Expires ~~2016~~2019
From June 1996 until May 2005, Mr. Pond was the President and Chief Executive Officer of Fairchild Semiconductor International, Inc., one of the largest independent, international semiconductor companies. He was the Chairman of the Board of Directors of that company from March 1997 until June 2006 and retired from its board in May 2007. Prior to Fairchild Semiconductor’s separation from National Semiconductor, Mr. Pond held several executive positions with National Semiconductor, including Executive Vice President and Chief Operating Officer and was in the office of the President. Mr. Pond had also held executive management positions with Texas Instruments, a global semiconductor design & manufacturing company, and Timex Corporation, a watch and jewelry manufacturing company, and is ~~also~~ a former director of the Federal Reserve Bank of Boston. Mr. Pond has been a director of Brooks Automation, Inc., a leading worldwide provider of automation solutions and integrated subsystems to the global semiconductor and related industries, since 2007, where he serves on the human resources and compensation committee and ~~nominating and governance committees.~~the finance committee. Mr. Pond has also been a director of Sensata Technologies Holding N.V., a sensor and electrical protection device manufacturer, since March 2011 and serves on the ~~audit~~nominating and governance committee and is the chair of the compensation ~~committees.~~committee. The Board concluded that Mr. Pond is well suited to serve as a director of the Company because of his experience directing a large, publicly traded company with international operations and experience with the technology industry. The Board benefits from Mr. Pond’s number of years of leadership and global experience and expertise in corporate strategy and restructuring and from his organizational acumen. In addition, Mr. Pond provides considerable operational, strategic planning and leadership experience to the Board.

Melissa D. Smith	Age 4648 Class II Director since 2014 Term expires ~~2016~~2019
Ms. Smith assumed the role of ~~President and~~ Chief Executive Officer and a seat on the Board in January 2014. She has served as the Company’s President since May 2013. Previously, Ms. Smith served as President, The Americas, from April 2011 to April 2013 and as the Company’s Chief Financial Officer and Executive Vice President, Finance and Operations from November 2007 to April 2011. From September 2001 through November 2007, Ms. Smith served as Senior Vice President, Finance and Chief Financial Officer. From May 1997 to August 2001, Ms. Smith held various positions of increasing responsibility with the Company. Ms. Smith began her career at Ernst & Young. The Board concluded that Ms. Smith is well suited to serve as a director of the Company because of her experience with the Company in various positions with increasing responsibilities across all facets of the Company. The Board benefits from the leadership skills, financial expertise and business development expertise of Ms. Smith. Ms. Smith has ~~over 17~~almost 20 years of experience with the Company.



Michael E. Dubyak	Age 6466 Class III Director Since 2005 Term Expires 2017
Mr. Dubyak has served as ~~our~~the Chairman of the Board since May 2008. Mr. Dubyak also served as the Executive Chairman ~~since~~from January ~~2014. Prior~~2014 to ~~that, Mr. Dubyak served as~~December 2014 and our Chief Executive Officer from August 1998 until January 2014. He also served as the President from August 1998 until May 2013. From November 1997 to August 1998, Mr. Dubyak served as our Executive Vice President of U.S. Sales and Marketing. ~~From~~Before that, from January 1994 to November 1997, Mr. Dubyak served us in various senior positions in marketing, sales, business development and customer service. From January 1986 to January 1994, he served as our Vice President of Marketing. Mr. Dubyak has more than 30 years of experience in the business-to-business payments, payment processing, information management services and vehicle fleet and fuel industries. The Board concluded that Mr. Dubyak is well suited to serve as a director of the Company because of his long experience with the Company and knowledge of the fleet card and payment processing industries. Mr. Dubyak has served in various leadership roles with the Company and held senior positions in marketing, marketing services, sales and business development. He has been associated with the Company for over 2830 years.

~~Eric Duprat~~	~~Age 55~~ ~~Class III~~ ~~Director Since 2014~~ ~~Term expires 2017~~
~~Mr. Duprat assumed a seat on the Board of Directors in March 2014. Mr. Duprat has been the Chief Executive Officer of FairCare, Inc, a company engaged in consumer medical pricing transparency,~~since December 2014. He was the Chief Executive Officer of Verayo, a mobile security services turnaround firm in San Jose, California, from April 2011 until June 2014. Prior to joining Verayo, Mr. Duprat was the General Manager of Mobile Payments at PayPal, an eBay company, from March 2008 to March 2011. Prior to PayPal, he was the Vice President of Marketing and Business Development at Inside Contactless from April 2006 to February 2008. Before that, Mr. Duprat was a Vice President, and later, Senior Vice President of Global Marketing at Hypercom, an industry leader in payment and networking systems. He has also served as a Director in Hewlett Packard’s VeriFone Division, first in the European, Middle East and African (EMEA) market and then in the United States. The Board concluded that Mr. Duprat is well suited to serve as a director of the Company because he brings with him leadership experience and expertise in the areas of global management, wireless, security and payment systems which benefit the Company.

~~Ronald T. Maheu~~	~~Age 72~~ ~~Class III~~ ~~Director Since 2005~~ ~~Term Expires 2017~~
Mr. Maheu retired in July 2002 from PricewaterhouseCoopers, where he was a senior partner since 1998. Since 2002, Mr. Maheu has been a financial and business consultant. Mr. Maheu was a founding member of Coopers & Lybrand’s board of partners. Following the merger of Price Waterhouse and Coopers & Lybrand in 1998, Mr. Maheu served on both the U.S. and global boards of partners and principals of PricewaterhouseCoopers until June 2001. Since January 2003, Mr. Maheu serves on the Board of Directors and the Audit, Executive and Governance Committees of CRA International, Inc., an international consulting firm headquartered in Boston, Massachusetts. Mr. Maheu also serves on the Board of Directors and the Audit Committee of Virtusa Corporation, a global information technology services company. The Board concluded that Mr. Maheu is well suited to serve as a director of the Company because of his experience with public accounting and subsequent experience as a member of the Board of Directors of several publicly-traded companies. He brings to the Board corporate restructuring experience, financial expertise and industry experience along with his leadership skills.



Rowland T. Moriarty	Age 68 70 Class III Director Since 2005 Term Expires 2017
Dr. Moriarty served as the non-executive Chairman of the Board of Directors of WEX Inc. from 2005 until May 2008 and has served as the Vice Chairman and Lead Director since May 2008. He has been the President and Chief Executive Officer of Cubex Corporation, a privately-held consulting company, since 1992. From 1981 to 1992, Dr. Moriarty was a professor of business administration at Harvard Business ~~School. Dr. Moriarty has~~School and served on the ~~boards~~board of Staples, Inc., an office products company, from 1986 until June 2016. Dr. Moriarty currently serves on the boards of CRA International, Inc., an economic, financial and management consulting services firm, ~~where he serves~~ as Chairman, and Virtusa Corporation, a global information technology services company, since 1986 ~~1986~~ and 2006, respectively. The Board concluded that Dr. Moriarty is well suited to serve as a director of the Company because of his experience across a broad spectrum of industries gained as the Chairman of CRA International, Inc., as well as his experience as a member of the Board of Directors of other publicly-traded companies. He also adds value to the Board from his in-depth industry experience, diversification, merger and acquisition experience and financial expertise.



NAME OF COMMITTEE AND MEMBERS	COMMITTEES OF THE BOARD OF DIRECTORS	NUMBER OF MEETINGS IN ~~2014~~2016
Audit
Regina O. Sommer (Chair) ~~Eric Duprat~~John E. Bachman Ronald T. Maheu George L. McTavish	The Audit Committee must be comprised of at least three independent directors appointed by a majority of the Board. The Audit Committee oversees our accounting and financial reporting processes, the audits of our financial statements and internal control over financial reporting and monitors the Company's enterprise risk management and cybersecurity program. All members of the Audit Committee are independent under the applicable rules of the New York Stock Exchange, or the NYSE, and the Securities and Exchange Commission, or the SEC. In addition, each member of the Audit Committee is required to have the ability to read and understand fundamental financial statements. Unless determined otherwise by the Board, the Audit Committee shall have at least one member who qualifies as an "audit committee financial expert" as defined by the rules of the SEC. Our Board has determined that ~~Mr.~~Messrs. Bachman and Maheu and Ms. Sommer qualify as "audit committee financial experts."	911
Compensation
Jack VanWoerkom (Chair) Shikhar Ghosh ~~(Chair)~~ ~~Kirk P. Pond~~James Neary Regina O. Sommer ~~Jack VanWoerkom~~	The Compensation Committee must be comprised of at least two independent directors appointed by a majority of the Board. The Compensation Committee oversees the administration of our equity incentive plans and certain of our benefit plans, reviews and administers all compensation arrangements for executive officers and our Board and establishes and reviews general policies relating to the compensation and benefits of our officers and employees. All members of the Compensation Committee are independent under the applicable rules of the NYSE.	68
Corporate Governance
Rowland T. Moriarty (Chair) Eric Duprat ~~Shikhar Ghosh~~Ronald T. Maheu Jack VanWoerkom	The Corporate Governance Committee is comprised of such number of independent directors as our Board shall determine. The Corporate Governance Committee’s responsibilities include identifying and recommending to the Board appropriate director nominee candidates, overseeing succession planning for the CEO and other executive officers and providing oversight with respect to corporate governance matters. All members of the Corporate Governance Committee are independent under the applicable rules of the NYSE.	64

Finance Committee
George L. McTavish (Chair) Michael E. Dubyak Ronald T. Maheu Rowland T. Moriarty Kirk P. Pond	The Finance Committee is comprised of such number of directors as our Board shall determine. The Finance Committee’s responsibilities include advising the Board and the Company’s management regarding potential corporate transactions, including strategic investments, mergers, acquisitions and divestitures. The Finance Committee also oversees the Company’s debt or equity financings, credit arrangements, investments, capital structure and capital policies.	611
*Mr. Maheu
Technology Committee
Shikhar Ghosh (Chair) Eric Duprat James Neary Kirk Pond	The Technology Committee is comprised of such number of directors as our Board shall s determine. The Technology Committee's responsibilities include assisting the Board and ~~Dr. Moriarty served~~Audit Committee in their oversight of the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. In addition, the Technology Committee focuses on ~~the Finance Committee until March 10, 2015.~~strategy relating to hardware, software, personnel, architecture, organizational structure, management, resource allocation, innovation, and research and development.	2


Annual Chair Cash Retainer			$	87,500
Annual Lead Director Cash Retainer	$	75,000	$	65,000
Annual Director Cash Retainer (other than Executive Chairman and Lead Director)	$	50,000
Annual Director Cash Retainer (other than Chairman and Lead Director)			$	50,000
Audit Committee Chair Cash Retainer	$	30,000	$	30,000
Compensation Committee Chair Cash Retainer	$	20,000	$	20,000
Finance Committee Chair Cash Retainer	$	20,000	$	20,000
Governance Committee Chair Cash Retainer	$	15,000
Corporate Governance Committee Chair Cash Retainer			$	15,000
Technology Committee Chair Cash Retainer			$	20,000
Audit Committee Member Cash Retainer (other than Committee Chair)	$	15,000	$	15,000
Compensation Committee Member Cash Retainer (other than Committee Chair)	$	10,000	$	10,000
Finance Committee Member Cash Retainer (other than Committee Chair)	$	10,000	$	10,000
Governance Committee Member Cash Retainer (other than Committee Chair)	$	7,500
Corporate Governance Committee Member Cash Retainer (other than Committee Chair)			$	7,500
Technology Committee Member Cash Retained (other than Committee Chair)			$	10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ⁽¹⁾ ($)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	Total ($)
Michael E. Dubyak ⁽²⁾	$634,992	$—	$634,992
John E. Bachman⁽²⁾				$2,528	—	$2,528
Michael E. Dubyak				$97,500	$147,426	$244,926
Eric Duprat	$40,278	$159,902	$200,180	$74,417	$109,982	$184,399
Shikhar Ghosh	$75,000	$109,989	$184,989	$75,938	$109,982	$185,920
Ronald T. Maheu	$78,750	$109,989	$188,739	$67,813	$109,982	$177,795
George L. McTavish	$82,500	$109,989	$192,489	$85,000	$109,982	$194,982
Rowland T. Moriarty	$100,625	$134,945	$235,570	$82,500	$134,974	$217,474
James Neary⁽²⁾				$17,500	—	$17,500
Kirk P. Pond	$73,750	$109,989	$183,739	$68,750	$109,982	$178,732
Regina O. Sommer	$86,250	$109,989	$196,239	$90,000	$109,982	$199,982
Jack VanWoerkom	$69,375	$109,989	$179,364	$71,250	$109,982	$181,232



(1)	This column is the fair value of stock awards granted on May ~~16, 2014.~~13, 2016. The fair value of these awards ~~was~~is determined in accordance with ~~accounting standards~~FASB ASC Topic 718 based on the closing price of our common stock as reported by the New York Stock Exchange on the day that the award is granted. The aggregate number of RSUs outstanding for each director as of December 31, ~~2014~~2016 is as follows: Mr. Dubyak — 0;1,693; Mr. Duprat — ~~1,762;~~1,263; Mr. Ghosh — ~~1,212;~~1,263; Mr. Maheu — ~~1,212;~~1,263; Mr. McTavish — ~~1,212;~~1,263; Dr. Moriarty — ~~1,487;~~1,550; Mr. Pond — ~~1,212;~~1,263; Ms. Sommer ~~—1,212;~~— 1,263; and Mr. VanWoerkom — ~~1,212.~~


	1,263.
(2)	~~Mr. Dubyak was not under~~Messrs. Neary and Bachman were appointed in July and September 2016, respectively, and the ~~non-employee Director Compensation Plan during 2014 as he remained an employee~~amounts represent fees earned by them for the part of the ~~Company until December 30, 2014. Compensation was paid to Mr. Dubyak in 2014 as a non-executive employee of~~year they served on the ~~Company.~~Board.


Name and Address⁽¹⁾	Common Stock Owned ⁽²⁾	Right To Acquire⁽³⁾	Total Securities Beneficially Owned ⁽³⁾	Percent of Outstanding Shares		Common Stock Owned ⁽²⁾	Right To Acquire⁽³⁾	Total Securities Beneficially Owned ⁽³⁾	Percent of Outstanding Shares
Principal Stockholders:
Wellington Management Company, LLP⁽⁴⁾	3,766,433	—	3,766,433	9.7	%
Warburg Pincus LLC⁽⁴⁾						3,850,810		3,850,810	9	%
450 Lexington Avenue
New York, NY 10017
Wellington Management Company, LLP⁽⁵⁾						3,806,565	—	3,806,565	8.9	%
280 Congress Street
Boston, MA 02210
BlackRock Inc.⁽⁵⁾	3,130,270	—	3,130,270	8.1	%
55 East 52nd Street
New York NY 10022
The Vanguard Group, Inc.⁽⁶⁾	2,428,421	—	2,428,421	6.3	%	2,937,967	—	2,937,967	6.9	%
100 Vanguard Blvd
Malvern, PA 19355
BlackRock Inc.⁽⁷⁾						2,842,055	—	2,842,055	6.7	%
55 East 52nd Street
New York NY 10022
Janus Capital Management LLC⁽⁸⁾						2,754,125	—	2,754,125	6.4	%
151 Detroit Street
Denver, Colorado 80206
Executive Officers and Directors:
Melissa D. Smith	41,520	8,349	49,869	*		70,380	—	70,380	*
Steven A. Elder	10,675	5,934	16,609	*
Nicola S. Morris	1,283	—	1,283	*
Hilary A. Rapkin	8,089	921	9,010	*
George W. Hogan	12,838	5,896	18,734	*
Michael E. Dubyak	82,067	—	82,067	*
Roberto Simon						4,137	—	4,137	*
Jeffrey Young						4,599	—	4,599	*
George W. Hogan⁽⁹⁾						20,304	—	20,304	*
Kenneth Janosick						13,817	—	13,817	*
John E. Bachman						—	—	—	*
Michael E. Dubyak⁽¹⁰⁾						64,416	1,693	66,109	*
Eric Duprat	—	1,762	1,762	*		1,593	1,263	2,856	*
Shikhar Ghosh	3,712	—	3,712	*		3,712	1,263	4,975	*
Ronald T. Maheu	10,870	1,212	12,082	*		9,413	1,263	10,676	*
George L. McTavish	8,229	1,212	9,441	*		10,021	1,263	11,284	*
Rowland T. Moriarty⁽⁷⁾	56,578	1,487	58,065	*
Kirk P. Pond⁽⁸⁾	28,070	1,212	29,282	*
Rowland T. Moriarty⁽¹¹⁾						59,208	1,550	60,758	*
James Neary⁽¹²⁾						3,850,810	—	3,850,810	9	%
Kirk P. Pond⁽¹³⁾						28,070	1,263	29,333	*
Regina O. Sommer	7,515	1,212	8,727	*		5,083	1,263	6,346	*
Jack VanWoerkom	14,870	1,212	16,082	*		3,113	1,263	4,376	*
Directors and Executive Officers as a Group (18 Persons) ⁽⁹⁾	293,635	31,100	324,735	*
Directors and Executive Officers as a Group (21 Persons) ⁽¹⁴⁾						3,851,205	12,084	3,851,217	*



*	Less than 1%



(1)	Unless otherwise noted, the business address for the individual is care of WEX Inc., 97 Darling Avenue, South Portland, ME 04106.
(2)	Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his or her spouse. Excludes shares that may be acquired through stock option exercises or that are restricted stock unit holdings. This table does not include the following number of shares which will be acquired by our non-employee directors 200 days after their separation from our Board: ~~31,703~~35,239 shares by Mr. Ghosh; 9,248 shares by Mr. Maheu; 22,839 shares by Mr. McTavish; 11,999 shares by Dr. Moriarty; ~~6,498~~8,641 shares by Mr. Pond; 6,564 shares by Ms. Sommer, and 6,606 shares by Mr. VanWoerkom. Certain shares identified in this column are held through brokerage accounts and may be pledged as security.
(3)	Includes shares that can be acquired through stock option exercises or the vesting of restricted stock units through May ~~16, 2015.~~29, 2017. Excludes shares that may not be acquired until on or after May ~~17, 2015.~~30, 2017.
(4)	The stockholder is Mustang HoldCo II LLC, Delaware limited liability company ("Mustang Holdco"). The unitholders of Mustang HoldCo are (i) Warburg Pincus Private Equity (Lexington) XI- A, L.P., Delaware limited partnership ("WP XI Lexington-A"), (ii) Warburg Pincus XI (Lexington) Partners- A, L.P., a Delaware limited partnership (''WP Lexington Partners-A"), (iii) WP Mustang Co-Invest LLC, a Delaware limited liability company ("WP Co-Invest"), (iv) WP (Lexington) Holdings II, L.P., a Delaware limited partnership ("WP Lexington IT"), (v) Warburg Pincus XI (E&P) Partners- B, L.P., a Delaware limited partnership ("WP E&P Partners-B"), (vi) WP Mustang Co-Invest-B L.P., a Delaware limited partnership ("WP Co-Invest-B") and (vii) WP Mustang Co-Invest-C L.P., a Delaware limited partnership ("WP Co-Invest-C"). Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP E&P XI GP"), is (a) the general partner of WP XI Lexington-A, WP XI Lexington Pa1tners-A, WP Lexington II, WP E&P Partners-B and (b) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP E&P XI LLC"), is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware Limited liability company ("WPP E&P XI"), is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited pa1tnership (''WPP II US"), is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC, a New York limited liability company ("WP & Company US"), is the general partner of WPP IT US. Warburg Pincus (Bermuda) XI, Ltd., a Bermuda company ("WP Bermuda XI") is the general partner of WP Co Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands limited partnership ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda company ("WP Bermuda GP") is the general partner of WPP II Cayman. Charles R. Kaye and Joseph P. Landy are each (i) Managing Members of WP & Company US, (ii) the Co-Chairmen and sole Directors of WP Bermuda GP and (iii) the Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017.
(5)	This information was reported on a Schedule 13G/A filed by Wellington Management Company, LLP ("Wellington") with the SEC on February ~~12, 2015.~~9, 2017. The Schedule 13G/A indicates that itWellington has shared voting power over ~~2,906,059~~3,084,876 shares and shared dispositive power over ~~3,766,433~~3,806,565 shares. The percentage reported is based on the assumption that Wellington has beneficial ownership of ~~3,766,433~~3,806,565 shares of common stock on March ~~17, 2015.~~
~~(5)~~	This information was reported on a Schedule 13G/A filed by BlackRock Inc. ("BlackRock") with the SEC on January 23, 2015. The Schedule 13G/A reported that BlackRock has sole voting power over 3,047,052 shares and has sole power to dispose 3,130,270 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 3,130,270 shares of common stock on March 17, 2015.30, 2017.
(6)	This information was reported on a Schedule 13G/A filed by The Vanguard Group, Inc. ("Vanguard") with the SEC on February 10, ~~2015.~~2017. The Schedule 13G/A reported that ~~each~~Vanguard has sole voting power over ~~51,641~~22,710 shares, shared voting power over 4,490 shares, sole dispositive power over ~~2,379,980~~2,912,906 shares and shared dispositive power over ~~48,441~~25,061 shares. The percentage reported is based on the assumption that Vanguard has beneficial ownership of ~~2,428,421~~2,937,967 shares of common stock on March ~~17, 2015.~~30, 2017.
(7)	This information was reported on a Schedule 13G/A filed by BlackRock Inc. ("BlackRock") with the SEC on January 26, 2017. The Schedule 13G/A reported that BlackRock has sole voting power over 2,709,849 shares and has sole power to dispose 2,842,055 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 2,842,055 shares of common stock on March 30, 2017.
(8)	This information was reported on a Schedule 13G filed by Janus Capital Management LLC ("Janus Capital") with the SEC on February 13, 2017. The Schedule 13G reported that Janus Capital has sole voting power over 2,753,025 shares, shared voting power over 1,100 shares, sole dispositive power over 2,753,025 shares and shared dispositive power over 1,100 shares. The percentage reported is based on the assumption that Janus Capital has beneficial ownership of 2,754,125 shares of common stock on March 30, 2017.
(9)	Includes 189 shares held indirectly under the 401(k) Plan. Mr. Hogan disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
(10)	Includes 20,000 shares held indirectly under a Grantor Retained Annuity Trust ("GRAT"). Mr. Dubyak disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
(11)	Includes 19,000 shares held indirectly through Rubex, LLC, ~~and~~ 15,600 shares held indirectly through the Moriarty Family Charitable ~~Trust.~~Trust and 21,978 held indirectly by Rowgra, LLC. Dr. Moriarty is the Chief Investment Officer and Managing Member of Rubex, LLC and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them. Dr. Moriarty disclaims beneficial ownership of the Moriarty Family Charitable Trust shares except to the extent of his pecuniary interest in them. Dr. Moriarty is the Managing Manager and Distribution Manager of Rowgra LLC and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.


~~(8)~~
(12)	Mr. Neary became a director of the Company on July 5, 2016, and is a Member of WP & Company US and a Managing Director and Member of WP LLC. As such, Mr. Neary may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities reported as beneficially owned by Mustang Holdco. Mr. Neary disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Neary does not directly own any shares of Common Stock in the Company.
(13)	Includes 2,500 shares held indirectly through the Pond Family Foundation; 700 shares held indirectly through the Loretta A. Pond Trust; and 3,000 shares held by Mr. Pond’s spouse. Mr. Pond disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
~~(9)~~(14)	In addition to the officers and directors named in this table, ~~three~~five other executive officers were members of this group as of March ~~17, 2015.~~30, 2017.



Name	Salary			Rationale for Increase
	2013	2014	% Increase (2013-2014)
Smith, Melissa D. CEO & President	$450,000	$525,000	17%	New to role; well below median
Elder, Steven A. SVP & CFO	$310,000	$335,000	8%	Market-based adjustment; below median
Morris, Nicola S. SVP, Corporate Development	—	$300,000	—	Hired during 2014
Rapkin, Hilary A. SVP, General Counsel and Corporate Secretary	$300,000	$325,000	8%	Market-based adjustment; below median
Hogan, George W. SVP, International	$289,000	$300,000	4%	Market-based adjustment; below median
		Average:	9%



Company Goals	Threshold		Target Performance Goal		Maximum		Actual Result⁽¹⁾		2014 Earned Payout Factor⁽²⁾
Corporate Financial Goals
Adjusted Net Income	$152,988,261		$191,235,326		$218,008,272		$193,272,070		108	%
PPG Adjusted Revenue	$654,967,069		$770,549,493		$809,076,968		$777,606,242		118	%
Corporate ANI Margin %	23.36	%	24.82	%	26.95	%	24.6	%	84	%



			2014 STIP Bonus ($)			Actual Percentage of Target Paid
Name	2014 FYE Salary	Eligible Earnings⁽¹⁾	Threshold (25% of Target)	Target	Maximum (200% of Target)	Actual Percentage of Target Paid	Actual Award ($)
M. Smith	$525,000	$504,798	$113,579	$454,318	$908,636	120%	$545,318
S. Elder	$335,000	$330,193	$45,401	$181,606	$363,212	96%	$174,051
N. Morris	$300,000	$261,922	$29,466	$117,865	$235,730	130%	$153,084
H. Rapkin	$325,000	$320,192	$40,024	$160,096	$320,192	107%	$172,039
G. Hogan	$300,000	$297,832	$37,229	$148,916	$297,832	87%	$130,242



	WEX	Peer Median
Market Capitalization (at 12/31/2014)	$3,835	$2,179
2014 EBITDA Margin	45%	18%
2014 Revenue	$818	$1,127
3-Year Revenue Growth	48%	36%
3-Year TSR (at 12/31/2014)	22%	19%
Note: All dollars in millions.



~~(a)~~	~~Ms. Morris was reimbursed for expenses related to her relocation to Maine, including associated taxes.~~
~~(6)~~(1)	~~Ms. Morris received a sign-on award of $100,000, in connection with her commencement of her employment in two equal $50,000 tranches in February and August 2014.~~Represents Mr. Simon's relocation expenses paid at the time he joined the Company.


Name	Type of Award⁽¹⁾	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)		Type of Award⁽¹⁾	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Type of Award⁽¹⁾	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)		Type of Award⁽¹⁾	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Melissa D. Smith	STIP	—		$	113,579	$	454,318	$	908,636	—	—	—	—	—	—	—		STIP	—		$	393,558		$	787,115		$	1,574,231		—	—	—	—	—	$	—	$	—
	RSU	3/15/2014		—		—		—		—	—	—	5,431	—	—	$	500,032	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	4,909	—	$	—	$	378,975
	PSU	3/15/2014	⁽³⁾	—		—				2,036	8,145	16,290	—	—	—	$	749,910	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		9,819	19,639	39,278	—	—	$	—	$	1,516,131
	PSU	3/15/2014	⁽⁴⁾	—		—		—		5,973	23,894	47,788	—	—	—	$	2,142,097	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	24,168	$	77.20	$	631,727
Steven A. Elder	STIP	—		$	45,401	$	181,606	$	363,212	—	—	—	—	—	—	—		STIP	—		$	69,432		$	138,863		$	277,726		—	—	—	—	—	$	—	$	—
Steven A. Elder																		RSU	3/15/2016		$	—		$	—		$	—		—	—	—	518	—	$	—	$	39,990
Steven A. Elder																		PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		777	1,554	3,108	—	—	$	—	$	119,969
																		NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	1,530	$	77.20	$	39,993
Roberto Simon																		STIP	—		$	158,654		$	317,308		$	634,615		—	—	—	—	—	$	—	$	—
Roberto Simon																		RSU	3/15/2016		$	—		$	—		$	—		—	—	—	18,781	—	$	—	$	1,449,893
																		PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		3,886	7,772	15,544	—	—	$	—	$	599,998
																		NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	7,651	$	77.20	$	199,989
Jeffrey Young																		STIP	—		$	150,750		$	301,500		$	603,000		—	—	—	—	—	$	—	$	—
	RSU	3/15/2014		—		—		—		—	—	—	1,955	—	—	$	179,997	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	647	—	$	—	$	49,948
	PSU	3/15/2014	⁽³⁾	—		—				733	2,932	5,864	—	—	—	$	269,949	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		971	1,943	3,886	—	—	$	—	$	150,000
	PSU	3/15/2014	⁽⁴⁾	—		—		$	—	2,036	8,145	16,290	—	—	—	$	730,199	PSU	3/15/2016	⁽⁴⁾	$	—	—	$	—	—	$	—	6,476	6,476	12,953	25,906	—	—	$	—	$	999,972
Nicola S. Morris	STIP	—		$	29,466	$	117,865	$	235,730	—	—	—	—	—	—	—
																		NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	1,912	$	77.20	$	49,978
George Hogan																		STIP	—		$	106,683		$	213,365		$	426,731		—	—	—	—	—	$	—	$	—
	RSU	3/15/2014		—		—		—		—	—	—	3,476	—	—	$	320,035	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	1,619	—	$	—	$	124,987
	PSU	3/15/2014	⁽³⁾	—		—		—		488	1,954	3,908	—	—	—	$	179,905	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		2,428	4,857	9,714	—	—	$	—	$	374,960
	PSU	3/15/2014	⁽⁴⁾	—		—		—		1,357	5,430	10,860	—	—	—	$	486,800	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	4,782	$	77.20	$	124,997
Hilary A. Rapkin	STIP	—		$	40,024	$	160,096	$	320,192	—	—	—	—	—	—	—
Kenneth Janosick																		STIP	—		$	105,288		$	210,577		$	421,154		—	—	—	—	—	$	—	$	—
Kenneth Janosick																		RSU	3/15/2016		$	—		$	—		$	—		—	—	—	1,619	—	$	—	$	124,987
	RSU	3/15/2014		—		—		—		—	—	—	1,412	—	—	$	130,003	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		2,428	4,857	9,714	—	—	$	—	$	374,960
	PSU	3/15/2014	⁽³⁾	—		—		—		529	2,117	4,234	—	—	—	$	194,912	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	4,782	$	77.20	$	124,997
	PSU	3/15/2014	⁽⁴⁾	$	—	$	—	$	—	1,900	7,602	15,204	—	—	—	681,519
George W. Hogan	STIP	—		$	37,229	$	148,916	$	297,832	—	—	—	—	—	—	—
	RSU	3/15/2014		—		—		—		—	—	—	1,412	—	—	$	130,003
	PSU	3/15/2014	⁽³⁾	—		—		—		529	2,117	4,234	—	—	—	$	194,912
	PSU	3/15/2014	⁽⁴⁾	—		—		—		1,900	7,602	15,204	—	—	—	$	681,519



(1)	All awards are granted under our 2010 Equity and Incentive Plan.
(2)	RSUs granted on March 15, ~~2014~~2016 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of RSUs received by each named executive officer was determined by dividing the total award amount granted by the fair market value of our common stock on the date of grant.
(3)	PSUs granted on March 15, ~~2014~~2016 under the ~~2014~~2016 LTIP may convert to RSUs based on the achievement of predetermined performance goals for the Company's Adjusted Net Income per share and ~~PPG Adjusted~~Non-Fuel Sensitive Revenue ~~for 2014.~~over 2016 and 2017. Once converted to RSUs, these vest at fifty percent of the total award on the second anniversary of the grant date and fifty percent of the total award on the third anniversary of the grant date.
(4)	PSUs granted to Mr. Young on March 15, 2016 as part of a special incentive grant may convert to RSUs based on the achievement of predetermined performance goals for 2018 of the revenue and operating income of its WEX Health business. Once converted to RSUs, these vest in full on the third anniversary of the grant date.
(5)	Non-qualified stock options granted on March 15, 2016 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date.
~~(4)~~	~~PSUs~~ The number of non-qualified stock options received by each named executive officer was determined by dividing the total award amount granted ~~on March 15, 2014 under~~by the ~~2014 Growth Grant may convert to RSUs based~~Black-Scholes calculated value on the ~~achievement~~date of ~~predetermined performance goals for the Company's Adjusted Net Income and PPG Adjusted Revenue for 2016. Once converted to RSUs, these vest on the third anniversary of the grant date.~~grant.


	Option Awards						Stock Awards						Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾

Melissa D. Smith	5,910	—	—	$	13.60	3/5/2017	12,334	$	1,220,079	32,039	$	3,169,298	4,329	8,671	—	$	103.75	3/15/2025	16,532	$	1,844,971	43,533	$	4,858,283
													—	24,168	—	$	77.20	3/15/2026	—	$	—	—	$	—
Steven A. Elder	4,898	—	—	$	13.60	3/5/2017	6,238	$	617,063	11,077	$	1,095,737	389	782	—	$	103.75	3/15/2025	3,108	$	346,853	9,699	$	1,082,408
													—	1,530	—	$	77.20	3/15/2026	—	$	—	—	$	—
Nicola S. Morris	—	—	—	—		—	3,476	$	343,846	7,384	$	730,425
Roberto Simon													—	—	—	$	—	—	18,781	$	2,095,960	7,772	$	867,355
													—	7,651	—	$	77.20	3/15/2026	—	$	—	—	$	—
Hilary A. Rapkin	—	—	—	—		—	4,160	$	411,507	9,719	$	961,403
Jeffrey Young													—	—	—	$	—	—	647	$	72,205	17,305	$	1,931,238
													—	1,912	—	$	77.20	3/15/2026	—	$	—	—	$	—
George W. Hogan	—	—	—	—		—	9,337	$	923,616	9,719	$	961,403	682	1,368	—	$	103.75	3/15/2025	4,334	$	483,674	12,459	$	1,390,424
													—	4,782	—	$	77.20	3/15/2026	—	$	—	—	$	—
Kenneth Janosick													682	1,368	—	$	103.75	3/15/2025	4,334	$	483,674	12,459	$	1,390,424
													—	4,782	—	$	77.20	3/15/2026	—	$	—	—	$	—



(1)	~~The following Table shows the number of RSUs, by grant date, which have not yet vested as of December 31, 2014:~~



Name	March 28, 2012 (#)	March 15, 2013 (#)	March 28, 2013 (#)	March 15, 2014 (#)	Total (#)
Melissa D. Smith	2,439	4,464	—	5,431	12,334
Steven A. Elder	1,036	3,247	—	1,955	6,238
Nicola S. Morris	—	—	—	3,476	3,476
Hilary A. Rapkin	921	1,827	—	1,412	4,160
George W. Hogan	1,151	2,029	4,745	1,412	9,337



~~Event Date~~	~~Stock Award Vesting Schedule~~
~~March 28, 2012~~	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant ~~date~~date.
~~March 15, 2013~~(2)	~~Vests at a rate~~The following table shows the number of ~~one third of the total award per year beginning on the first anniversary of the~~RSUs, by grant date, which have not yet vested as of December 31, 2016:



Name	March 15, 2014 (#)	March 15, 2015 (#)	March 15, 2016 (#)	Total (#)
Melissa D. Smith	4,915	6,708	4,909	16,532
Steven A. Elder	1,770	820	518	3,108
Roberto Simon	—	—	18,781	18,781
Jeffrey Young	—	—	647	647
George W. Hogan	1,279	1,436	1,619	4,334
Kenneth Janosick	1,279	1,436	1,619	4,334


~~March 28, 2013~~	~~Vests at a rate of one half of the total award per year beginning on the first anniversary of the grant date~~
Grant Date	Stock Award Vesting Schedule
March 15, 2014	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date
March 15, 2015	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date
March 15, 2016	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date



~~(2)~~(3)	Reflects the value as calculated based on the closing price of the Company's common stock ($~~98.92)~~111.60) on December ~~31, 2014.~~

30, 2016.

~~(3)~~(4)	These amounts represent the number of ~~PSUs~~PSU's granted assuming target performance conditions are met. The following table shows the ~~PSUs,~~PSU's, by grant date, where achievement of the target performance conditions have not yet been determined as of December 31, ~~2014:~~2016:


Name	Annual Grant March 15, 2014 (#)	Growth Grant March 15, 2014 (#)	Total (#)	Growth Grant March 15, 2014 (#)	Growth Grant March 15, 2015 (#)	Annual Grant March 15, 2016 (#)	Special Incentive Grant March 15, 2016 (#)		Total (#)
Melissa D. Smith	8,145	23,894	32,039	23,894	—	19,639	—		43,533
Steven A. Elder	2,932	8,145	11,077	8,145	—	1,554	—		9,699
Nicola S. Morris	1,954	5,430	7,384
Hilary A. Rapkin	2,117	7,602	9,719
Roberto Simon				—	—	7,772	—		7,772
Jeffrey Young				—	2,409	1,943	12,953	^(a)	17,305
George W. Hogan	2,117	7,602	9,719	7,602	��	4,857	—		12,459
Kenneth Janosick				7,602	—	4,857	—		12,459


Name	Plan	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)⁽¹⁾		Aggregate Earnings in Last FY ($)⁽²⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽³⁾			Plan	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($)⁽¹⁾		Aggregate Earnings in Last FY ($)⁽²⁾		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last FYE ($)⁽³⁾
Melissa D. Smith	SERP	$	—	$	—	$	7,441	$	—	$	93,360	(4)	SERP	$	—	$	—	$	4,383	$	—	$	98,396	(4)
Melissa D. Smith	EDCP	$	32,719	$	32,719	$	19,867	$	33,549	$	382,243		EDCP	$	96,579	$	57,947	$	6,893	$	52,944	$	503,350
Steven A. Elder	EDCP	$	17,405	$	10,443	$	9,957	$	—	$	121,755		EDCP	$	13,886	$	8,332	$	10,636	$	26,927	$	155,713
Nicola S. Morris	EDCP	$	—	$	—	$	—	$	—	$	—
Hilary A. Rapkin	EDCP	$	60,214	$	10,322	$	14,127	$	—	$	315,646
Roberto Simon													EDCP	$	204,402	$	24,528	$	—	$	—	$	228,930
Jeffrey Young													EDCP	$	—	$	—	$	—	$	—	$	—
George W. Hogan	EDCP	$	181,330	$	7,815	$	18,475	$	—	$	489,271		EDCP	$	100,527	$	12,063	$	6,225	$	—	$	783,088
Kenneth Janosick													EDCP	$	—	$	—	$	—	$	—	$	—



(1)	Participant contributions to the WEX Corporation EDCP are matched on annual incentive compensation payments only. WEX matches the executives’ incentive compensation deferral up to a maximum of 6% of their total incentive compensation award.
(2)	Earnings on the SERP are not included in the Summary Compensation Table. The company does not pay above-market interest rates on the ~~EDCP.~~EDCP, and thus earnings on the EDCP are not included in the Summary Compensation Table.
(3)	Portions of the amounts shown in this column have been previously reported in the Salary, Non-Equity Incentive Plan Compensation and All Other Compensation columns of the Summary Compensation Table in previous years, as follows: