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Sincerely, | |
Melissa Smith Chair and Chief Executive Officer |
Date and Time Thursday, May 14, 2020 8:00 a.m., Eastern Time | ||
Virtual Audio Web Conference https://web.lumiagm.com/289188153 Password: wex2020 | Who Can Vote Stockholders who owned shares of our common stock at the close of business on March 17, 2020 are entitled to vote |
Agenda | Board Recommendation | For Further Details |
Elect three directors for three-year terms | FOR each director nominee | Page 9 |
Conduct an advisory (non-binding) vote on the compensation of our named executive officers | FOR | Page 33 |
Vote to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020 | FOR | Page 64 |
Go to www.voteproxy.com. You will need the control number included on your Notice or proxy card. Your vote must be received by 11:59 p.m ET on May 13, 2020 to be counted. | ||
Revenue $ millions | Adjusted Net-Income $ millions | Annualized Shareholder Return (at 12/31/19) |
Proposal 1 | ||
Election of Directors The Board recommends a vote FOR each director nominee. See page 9. | ||
Name and Primary Occupation | Age | Director Since | Committee Membership | |||||||
AC | CC | CGC | FC | TC | ||||||
Susan Sobbott | 55 | 2018 | M | M | ||||||
Former President of Global Commercial Services, American Express Company | ||||||||||
Stephen Smith | 49 | 2019 | M | M | ||||||
President and Chief Executive Officer, L.L.Bean | ||||||||||
James Groch | 58 | NN | PM | PM | ||||||
Global Group President and Chief Investment Officer CBRE Group, Inc. | ||||||||||
Regina O. Sommer | 62 | 2005 | C | M | M | |||||
Former Vice President and Chief Financial Officer, Netegrity, Inc. | ||||||||||
Jack VanWoerkom | , LD | 66 | 2005 | M | C | |||||
Former General Counsel and Chief Compliance Officer, Porchlight Equity | ||||||||||
John E. Bachman | 64 | 2016 | M | M | ||||||
Former Partner, PricewaterhouseCoopers LLP | ||||||||||
Daniel Callahan | 63 | 2019 | C | M | ||||||
Former Global Head of Operations and Technology, Citigroup | ||||||||||
Shikhar Ghosh | 62 | 2005 | M | C | ||||||
Professor of Management Practice, Harvard Business School | ||||||||||
James Neary | 55 | 2016 | M | C | ||||||
Managing Director, Warburg Pincus | ||||||||||
Melissa Smith | 51 | 2014 | ||||||||
Chair and Chief Executive Officer, WEX Inc. |
AC – Audit Committee | FC – Financial Committee | M – Member | PM– Prospective Member | |
CC – Compensation Committee | TC – Technology Committee | – Independent | LD– Lead Director | |
CGC – Corporate Governance Committee | C – Chair | NN– New Nominee |
Independence | Tenure | Age | Diversity | ||||
Independent | <3 years | <50 years | Female | ||||
Not Independent | 3-7 years | 50-60 years | Ethnically Diverse | ||||
>7 years | 61-70 years | ||||||
>70 years |
Skills and Experiences | |||||
Finance, Accounting, or Reporting Experience | Global or International Business Experience | ||||
Legal or Regulatory Experience | Leadership Experience | ||||
Business Development and M&A Experience | Technology Experience | ||||
Marketing or Public Relations Experience | Industry Experience | ||||
Risk Management |
Proposal 2 | ||
Advisory (Non-Binding) Vote on The Compensation of Our Named Executive Officers The Board recommends a vote FOR this proposal. See page 33. | ||
2019 CEO Target Total Compensation Mix | 2019 CEO Long-term Incentive Mix | |
Proposal 3 | ||
Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For Fiscal Year 2020 The Board recommends a vote FOR this proposal. See page 64. | ||
New in this Proxy Statement • Enhanced graphical disclosure for ease of reference • Disclosure of ESG oversight moving to Corporate Governance Committee and launching of formal program • Information about globally accessible 2020 virtual-only annual meeting to address COVID-19 Pandemic | ||||
10 | ||||
Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this report. When used in this proxy statement, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future opportunity,” “intend,” “may,” “plan,” “project,” “should,” “strategy,” “target,” “would,” “will likely result,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially, including: the susceptibility of our industry and the markets addressed by our, and our customers’, products and services to economic downturns, including as a result of widespread illness such as COVID-19; the scope and severity of COVID-19; and risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2019, filed on Form 10-K with the Securities and Exchange Commission on February 28, 2020. In addition, descriptions of historic performance and performance targets may not be indicative of future performance in light of these risks and uncertainties. The proxy statement speaks only as to the date it has been made available to stockholders, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. | ||||
Auditor Selection and Fees | ||||
Proposal 1 |
Election of Directors |
At each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms are expiring. Our nominees to serve as Class III directors this year are: • Susan Sobbott • Stephen Smith • James Groch Michael Dubyak, Rowland Moriarty, Susan Sobbott, and Stephen Smith currently serve as Class III directors. Susan Sobbott, who has served as a member of our Board since December 2018, and Stephen Smith, who has served as a member of our Board since September 2019, are standing for reelection at the 2020 annual meeting of stockholders. Michael Dubyak and Rowland Moriarty will retire at the end of their terms and will not be standing for reelection at the 2020 annual meeting of stockholders. James Groch is a nominee for election as a Class III director for his first term on the Board. Susan Sobbott, Stephen Smith and James Groch have consented to serve a three-year term expiring at the 2023 annual meeting of stockholders. The Corporate Governance Committee has recommended Susan Sobbott, Stephen Smith and James Groch. The Board has determined that the fourth Class III seat will remain vacant until such time as the Board fills the vacancy. The Board is actively searching for a candidate to fill the fourth Class III seat. |
We recommend a vote FOR these nominees. |
— 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. | |
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. | |
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. | |
RISK MANAGEMENT — Directors with experience overseeing the management of operational and financial risks, including those presented by new, strategic opportunities, provide valuable stewardship. | |
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. | |
— 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. | |
— As a technology company and leading innovator, we seek directors with backgrounds in technology because our success depends on developing, investing in and protecting new technologies and ideas. We also target directors who can help guide the Company in advancing our strategy into new payment industries. | |
— We seek directors with experience in the payments industry generally and fleet, travel and healthcare payments specifically. |
SUSAN SOBBOTT Independent Former President of Global Commercial Services, American Express Company Age: 55 | Director Since: 2018 Board Committees: Audit, Compensation | |||||||||
Key Experience: | |||||||||
Leadership | Industry | Business Development & M&A | Global or International Business | Marketing or Public Relations | |||||
Ms. Sobbott served on the board of directors of The Children’s Place, the largest publicly-traded specialty retailer of children’s apparel in North America from June 2014 through May 2019. She also serves on the board of Red Ventures, a privately held digital marketing provider for many of the world’s biggest consumer brands. Prior to her retirement in February 2018, Ms. Sobbott was an officer at the American Express Company, a multinational financial services company. At the American Express Company, Ms. Sobbott served from December 2015 to February 2018 as the President of Global Commercial Services, a multibillion-dollar global division. From January 2014 to November 2015, she was President of Global Corporate Payments. From 2004 to January 2014, she was President and General Manager of American Express OPEN, a multibillion-dollar business unit within American Express Company serving small businesses. Ms. Sobbott served as an officer of the firm, as a member of the Business Operating Committee, a group of senior leaders at American Express Company working with the Chief Executive Officer to develop strategic direction, and as a member of the Enterprise Risk Management Committee. The Board concluded that Ms. Sobbott is well suited to serve as a director of the Company because of her industry experience garnered while serving as a key executive at American Express. This includes Ms. Sobbott’s leadership running large international business units at American Express. | |||||||||
STEPHEN SMITH Independent President and Chief Executive Officer, L.L.Bean Age: 49 | Director Since: 2019 Board Committees: Audit, Finance | |||||||
Key Experience: | |||||||
Leadership | Marketing or Public Relations | Business Development & M&A | Global or International Business | ||||
Mr. Smith serves on the board of directors of L.L.Bean, a privately held retail company, and the Appalachian Mountain Club, a not-for-profit environmental conservation and recreation corporation. Since January 2016, Mr. Smith has served as the President and Chief Executive Officer of L.L.Bean. From July 2011 to November 2015, Mr. Smith held various positions at subsidiaries of Walmart, a multinational retail corporation. From April 2015 to November 2015, Mr. Smith oversaw marketing and merchandising for Shanghai-based Yihaodian, a Walmart e-commerce business. From May 2012 to January 2015, Mr. Smith was the Chief Customer Officer of Asda, a Walmart-owned food, fashion and general merchandise business in the United Kingdom. Prior to joining Walmart, from 2003 to 2011 Mr. Smith held various leadership positions at Delhaize Group subsidiaries, a Belgium-based food retailer. | |||||||
JAMES GROCH Independent Global Group President and Chief Investment Officer, CBRE Group Age: 58 | Director | |||||||||
Key Experience: | |||||||||
Leadership | Risk Management | Finance, Accounting, or Reporting | Business Development & M&A | ||||||
Since 2009, Mr. Groch has served as a C-Suite Executive at CBRE Group, Inc., a Fortune 150 multinational commercial real estate services and investment management firm with over 100,000 employees and $100 billion of assets under investment management. In his roles as the Company’s Global Group President and Chief Investment officer (since May 2019), Chief Financial Officer and Chief Investment Officer (March 2014-May 2019), and EVP Strategy and Corporate Finance & Chief Investment Officer (January 2009-March 2014), he has been responsible for overseeing or directly executing the Company’s extensive balance sheet, M&A (over 90 acquisitions) and strategy activities, as well as investments via its Trammell Crow Company subsidiary. In addition to his Finance and Corporate Development activities, Mr. Groch has been active in technology, leading the development of two significant software platforms still core to CBRE today, and acquiring SaaS companies. Prior to CBRE, from 1991 to 2009, Mr. Groch held numerous senior executive roles at Trammell Crow Company, a NYSE company from 1997 until sold to CBRE in 2006. These roles included President of Funds and Investment Management, Head of Corporate Development, President of Development and Investments - Eastern U.S., and Managing Director of Trammell Crow Northeast. In 1988, Mr. Groch became a partner at Trammell Crow Company, three years after he joined the Company. He received his M.B.A. from the Darden School of Business at the University of Virginia in 1985. The Board concluded that Mr. Groch is well suited to serve as a director of the Company because of his leadership experience garnered while serving as an executive officer of CBRE, a publicly-traded real estate services and investment management company including Mr. Groch's finance, business development, technology, risk management, and leadership experience. | |||||||||
REGINA O. SOMMER Independent Former Vice President and Chief Financial Officer, Netegrity, Inc. Age: 62 | Director Since: 2005 Board Committees: Audit (Chair), Corporate Governance, Technology | ||||||||||
Key Experience: | ||||||||||
Business Development & M&A | Leadership | Finance, Accounting, or Reporting | Risk Management | Technology | ||||||
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., a telecommunications service provider, from 2006 until May 2012, where she was the chair of the Audit Committee and a member of the Compensation Committee. In addition, she sat on the Board of Insulet Corporation from January 2008 to August 2017, a publicly held provider of an insulin infusion system for people with insulin dependent diabetes. She also served on Insulet’s Audit Committee and Nominating and Governance Committee. Ms. Sommer also sat on the Board of ING Direct, a banking and financial services company, 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. | ||||||||||
JACK VANWOERKOM Independent Former General Counsel and Chief Compliance Officer, Porchlight Equity Age: 66 | Director Board Committees: Compensation, Corporate Governance (Chair) | |||||||||
Key Experience: | |||||||||
Business Development | Leadership | Legal or Regulatory | Global or International Business | Risk Management | |||||
Mr. VanWoerkom has 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. | |||||||||
JOHN E. BACHMAN Independent Former Partner, PricewaterhouseCoopers LLP Age: 64 | Director Since: 2016 Board Committees: Audit, Finance | |||||||||
Key Experience: | |||||||||
Global or International Business | Business Development & M&A | Leadership | Finance, Accounting, or Reporting | Risk Management | |||||
Prior to his retirement, Mr. Bachman was a partner at the accounting firm of PricewaterhouseCoopers LLP, 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. | |||||||||
DANIEL CALLAHAN Independent Former Global Head of Operations and Technology, Citigroup Age: 63 | Director Since: 2019 Board Committees: Compensation (Chair), Technology | |||||||
Key Experience: | |||||||
Leadership | Industry | Global or International Business | Technology | ||||
Prior to his retirement in December 2018, Mr. Callahan was an officer of Citigroup, an American multinational investment bank and financial services corporation. At Citigroup, Mr. Callahan served from October 2007 to December 2018 as the Global Head of Operations and Technology. From July 2005 to July 2007, Mr. Callahan was Managing Director at Credit Suisse, a financial services company. In addition, Mr. Callahan has served as the Executive Chair of Time, a news publication, since April 2019 and Executive Partner at Bridge Growth Partners, a technology investment firm, since October 2019. Mr. Callahan also currently serves as a director on the Columbia University's Teachers College charity board as well as on the boards of several private companies. The Board concluded that Mr. Callahan is well suited to serve as a director of the Company because of his industry experience as a key executive of Citigroup. Mr. Callahan’s qualifications to serve on the Board include his technology experience in a leadership position of a global financial services corporation. | |||||||
SHIKHAR GHOSH Independent Professor of Management Practice, Harvard Business School Age: 62 | Director Since: 2005 Board Committees: Governance, Technology (Chair) | ||||||||||
Key Experience: | ||||||||||
Business Development & M&A | Leadership | Technology | Global or International Business | |||||||
Mr. Ghosh is a Professor of Management Practice at the Harvard Business School. He has been on the faculty since August 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. | ||||||||||
JAMES NEARY Independent Managing Director, Warburg Pincus Age: 55 | Director Since: 2016 Board Committees: Compensation, Finance (Chair) | |||||||
Key Experience: | |||||||
Technology | Business Development & M&A | Leadership | Industry | ||||
Mr. Neary is a managing director of Warburg Pincus, a private equity firm, 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 | |||||||
MELISSA SMITH Chair and Age: 51 | Director Since: 2014 | ||||||||||||
Key Experience: | ||||||||||||
Business Development & M&A | Leadership | Finance, Accounting, or Reporting | Industry | Technology | ||||||||
Ms. Smith has served as the Chair of the Board since September 2019. Ms. Smith assumed the role of Chief Executive Officer of WEX 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 | ||||||||||||
Rowland Moriarty and Michael | ||
Annual Fee Schedule | ||||||
Beginning Q4 2017 | Effective Q1 - Q3 2017 | |||||
Annual Chair Cash Retainer | $ | 120,000 | $ | 87,500 | ||
Annual Lead Director Cash Retainer | $ | 85,000 | $ | 65,000 | ||
Annual Director Cash Retainer (other than Chairman and Lead Director) | $ | 70,000 | $ | 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 | ||
Corporate Governance Committee Chair Cash Retainer | $ | 15,000 | $ | 15,000 | ||
Technology Committee Chair Cash Retainer | $ | 20,000 | $ | 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 | ||
Corporate Governance Committee Member Cash Retainer (other than Committee Chair) | $ | 7,500 | $ | 7,500 | ||
Technology Committee Member Cash Retained (other than Committee Chair) | $ | 10,000 | $ | 10,000 |
Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Total ($) | ||
John E. Bachman | $67,813 | $159,848 | $227,661 | ||
Michael E. Dubyak | $97,500 | $147,444 | $244,944 | ||
Shikhar Ghosh | $80,000 | $109,933 | $189,933 | ||
George L. McTavish | $85,000 | $109,933 | $194,933 | ||
Rowland T. Moriarty | $80,000 | $124,937 | $204,937 | ||
James Neary | $70,000 | $159,848 | $229,848 | ||
Kirk P. Pond | $70,000 | $109,933 | $179,933 | ||
Regina O. Sommer | $90,000 | $109,933 | $199,933 | ||
Jack VanWoerkom | $77,500 | $109,933 | $187,433 |
Name and Address(1) | Common Stock Owned (2) | Right To Acquire(3) | Total Securities Beneficially Owned (3) | Percent of Outstanding Shares | |||||||
Principal Stockholders: | |||||||||||
Wellington Management Group, LLP(4) | 4,117,015 | — | 4,117,015 | 9.6 | % | ||||||
280 Congress Street | |||||||||||
Boston, MA 02210 | |||||||||||
Janus Henderson Group plc(5) | 4,037,771 | — | 4,037,771 | 9.4 | % | ||||||
151 Detroit Street | |||||||||||
Denver, Colorado 80206 | |||||||||||
JP Morgan Chase & Co.(6) | 3,692,604 | 3,692,604 | 8.6 | % | |||||||
270 Park Avenue | |||||||||||
New York, NY 10017 | |||||||||||
The Vanguard Group, Inc.(7) | 3,515,243 | — | 3,515,243 | 8.1 | % | ||||||
100 Vanguard Blvd | |||||||||||
Malvern, PA 19355 | |||||||||||
BlackRock, Inc.(8) | 3,266,378 | — | 3,266,378 | 7.6 | % | ||||||
55 East 52nd Street | |||||||||||
New York NY 10022 | |||||||||||
Eaton Vance Management(9) | 3,187,159 | 3,187,159 | 7.4 | % | |||||||
2 International Place | |||||||||||
Boston, MA 02110 | |||||||||||
Executive Officers and Directors: | |||||||||||
Melissa D. Smith | 77,544 | — | 77,544 | * | |||||||
Roberto Simon(10) | 14,097 | — | 14,097 | * | |||||||
Kenneth Janosick | 18,936 | — | 18,936 | * | |||||||
Scott Phillips(11) | 33,912 | — | 33,912 | * | |||||||
Jeffrey Young | 6,762 | — | 6,762 | * | |||||||
John E. Bachman | — | 1,598 | 1,598 | * | |||||||
Michael E. Dubyak(12) | 64,929 | 1,474 | 66,403 | * | |||||||
Shikhar Ghosh | 3,712 | 1,099 | 4,811 | * | |||||||
George L. McTavish | 11,284 | 1,099 | 12,383 | * | |||||||
Rowland T. Moriarty(13) | 60,643 | 1,249 | 61,892 | * | |||||||
James Neary | — | 1,598 | 1,598 | * | |||||||
Kirk P. Pond(14) | 29,333 | 1,099 | 30,432 | * | |||||||
Regina O. Sommer | 6,346 | 1,099 | 7,445 | * | |||||||
Jack VanWoerkom | 4,376 | 1,099 | 5,475 | * | |||||||
Directors and Executive Officers as a Group (19 Persons) (15) | 362,184 | 11,414 | 1,970,000 | * |
AUDIT COMMITTEE | COMPENSATION COMMITTEE | TECHNOLOGY COMMITTEE | FINANCE COMMITTEE | |||
• Oversees the process by which various enterprise risks are managed and reported to the Board, as well as activities related to financial controls and legal and corporate compliance. | • Oversees risks related to our compensation programs for employees, officers and directors. | • Assists the Board and Audit Committee in their oversight of the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. • In connection with the oversight of cybersecurity risk, our Technology Committee receives regular reports from our Chief Information Security Officer, who presents a threat matrix and overall analysis of our cyber-health, as well as any recent threat activity. | • Responsibilities include advising the Board and the Company’s management with respect to risks associated with potential corporate transactions, including strategic investments, mergers, acquisitions and divestitures. • Oversees risk related to interest rates, fuel prices, and leverage. |
Current Members: Regina O. Sommer (Chair) John E. Bachman Susan Sobbott Stephen Smith No. of Meetings in 2019: 15 | 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. All members of the Audit Committee are independent under the applicable rules of 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. Bachman and Ms. Sommer qualify as “audit committee financial experts.” |
Current Members: Daniel Callahan (Chair) James Neary Susan Sobbott Jack VanWoerkom No. of Meetings in 2019: 5 | 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 and the SEC. |
Current Members: Jack VanWoerkom (Chair) Shikhar Ghosh Rowland T. Moriarty Regina O. Sommer No. of Meetings in 2019: 5 | 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. |
Current Members: James Neary (Chair) John E. Bachman Michael E. Dubyak Stephen Smith No. of Meetings in 2019: 12 | 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. |
Current Members: Shikhar Ghosh (Chair) Daniel Callahan Michael E. Dubyak Regina O. Sommer No. of Meetings in 2019: 4 | The Technology Committee is comprised of such number of directors as our Board shall determine. The Technology Committee’s responsibilities include overseeing the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. In addition, the Technology Committee focuses on strategy relating to hardware, software, architecture, organizational structure, management, resource allocation, innovation, and research and development. |
ü Offered listening sessions with investors over the past two years ü Uses majority voting standard for uncontested director elections ü Strong, independent lead director ü Engages in 360' evaluation process of the Board, committees and individual directors ü Addition of proxy access bylaw provisions |
Independent Director Communication WEX Inc. Attention: Corporate Secretary 97 Darling Avenue South Portland, ME 04106 |
Annual Fee Schedule | ||||||
Effective Q1 - Q3 2019 | Beginning Q4 2019 | |||||
Annual Chair Cash Retainer | $ | 120,000 | N/A | |||
Annual Lead Director Cash Retainer | $ | 85,000 | $ | 115,000 | ||
Annual Director Cash Retainer (other than Chair and Lead Director) | $ | 70,000 | $ | 85,000 | ||
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 | ||
Corporate Governance Committee Chair Cash Retainer | $ | 15,000 | $ | 15,000 | ||
Technology Committee Chair Cash Retainer | $ | 20,000 | $ | 20,000 | ||
Audit Committee Member Cash Retainer (other than Committee Chair) | $ | 15,000 | $ | — | ||
Compensation Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 | $ | — | ||
Finance Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 | $ | — | ||
Corporate Governance Committee Member Cash Retainer (other than Committee Chair) | $ | 7,500 | $ | — | ||
Technology Committee Member Cash Retainer (other than Committee Chair) | $ | 10,000 | $ | — |
Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | ||||||
John E. Bachman | $ | 92,500 | $ | 134,988 | $ | 227,488 | |||
Daniel Callahan(2) | $ | 62,047 | $ | 235,140 | $ | 297,187 | |||
Michael E. Dubyak | $ | 126,250 | $ | 184,946 | $ | 311,196 | |||
Shikhar Ghosh | $ | 101,250 | $ | 134,988 | $ | 236,238 | |||
Rowland T. Moriarty | $ | 107,500 | $ | 150,078 | $ | 257,578 | |||
James Neary | $ | 101,250 | $ | 134,988 | $ | 236,238 | |||
Kirk P. Pond(3) | $ | 23,750 | $ | — | $ | 23,750 | |||
Stephen Smith(4) | $ | 26,827 | $ | — | $ | 26,827 | |||
Susan Sobbott | $ | 92,500 | $ | 235,140 | $ | 327,640 | |||
Regina O. Sommer | $ | 116,875 | $ | 134,988 | $ | 251,863 | |||
Jack VanWoerkom | $ | 106,875 | $ | 134,988 | $ | 241,863 |
(1) | This column is the aggregate fair value of stock awards granted on May 9, 2019, and with respect to Ms. Sobbott and Mr. Callahan only, December 12, 2019. The fair value of these awards is determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our common stock as reported by the NYSE on the day that the award was granted. The grant date fair value of the stock awards granted on May 9, 2019 to Mr. Callahan and Ms. Sobbott was $184,946 and the fair value of the stock awards granted on December 12, 2019 to Mr. Callahan and Ms. Sobbott was $50,193. The aggregate number of RSUs outstanding for each non-employee director as of December 31, 2019 is as follows: Mr. Bachman — 662; Mr. Callahan — 1,156; Mr. Dubyak — 907; Mr. Ghosh — 662; Dr. Moriarty — 735; Mr. Neary — 662; Mr. Smith — none; Ms. Sobbott — 1,156; Ms. Sommer — 662; and Mr. VanWoerkom — 662. |
(2) | Mr. Callahan’s term began in May 2019 upon election at the 2019 Annual Meeting. |
(3) | Mr. Pond did not stand for reelection at the 2019 Annual Meeting and as such did not have any stock awards outstanding as of December 31, 2019. |
(4) | Mr. Smith’s term began in September 2019 upon appointment by the Board. |
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 2016 to December 2016, CTO at Advisor Software, an advisory and wealth management software company from November 2015 to June 2016, SVP of technology at Green Dot, a retail banking company, from March 2014 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. JOEL (JAY) A. DEARBORN 41, President, Corporate Payments Joel Dearborn joined WEX in January 2016 as Vice President, Strategy. Mr. Dearborn served as Vice President, Strategy from January 2016 until December 2017. Since December 2017, Mr. Dearborn has served as WEX’s President for Corporate Payments, and is responsible for WEX’s virtual card and other payments solutions. Prior to joining WEX, he was a principal at McKinsey & Company, a management consulting firm, from January 2008 to January 2016, where he helped private and public organizations set their strategic direction, including technology deployment and process redesign to support long-term growth. KENNETH W. JANOSICK 58, Chief Portfolio Risk & Operations Officer Kenneth Janosick has served as the Chief Portfolio Risk and Operations Officer overseeing WEX Bank, fraud, credit risk and other areas of potential risk since December 2017. Prior to that he served as Senior Vice President and General Manager, Global Fleet Direct from January 2014 to December 2017. 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 to November 2009 with responsibility for Relationship Banking and Investments and the Small Business Division. NICOLA S. MORRIS 54, Chief Corporate Development Officer Nicola Morris has served as the Chief Corporate Development Officer since December 2017. Prior to that she served as the Senior Vice President, Corporate Development from February 2014 to December 2017. 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 50, President, Global Fleet Scott Phillips has served as the President, Global Fleet, since December 2017. He joined the Company as Senior Vice President and General Manager, Electronic Funds Source (“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. Mr. Phillips had been the President and CEO of EFS from September 2011 to | |
Advisory (Non-Binding) Vote on the Compensation of Our Named Executive Officers | ||
We recommend a vote FOR approval of the compensation of our named executive officers. |
Melissa Smith Chair and Chief Executive Officer (“CEO”) | Roberto Simon Chief Financial Officer (“CFO”) | Scott Phillips President, Global Fleet | Joel Dearborn President, Corporate Payments | Robert Deshaies President, Health |
Revenue | Adjusted Net-Income | Annualized Shareholder Return |
$ millions | $ millions | (at 12/31/19) |
What We Do | What We Don’t Do | |
• Directly link pay to performance outcomes, operational results and • Link incentive plan performance measures to short- and • Target total direct compensation (base/cash bonus/long-term incentives) within a competitive range of the • Maintain a cap on CEO and other NEO incentive compensation payouts for • Have stock ownership guidelines for • Provide double-trigger change-in-control severance benefits • Review share utilization annually • Devote time to management succession and • Use an independent compensation consultant • Anti-hedging policy • Anti-pledging policy • Clawback policy | • No payment of dividends or dividend equivalents on unearned RSUs or PSUs • No excise tax gross-ups upon a change-in-control • No re-pricing of underwater stock options without stockholder approval • No excessive severance or change-in-control benefits | |
Compensation Element | |
Base Salary - Fixed rate of pay | |
Short-Term Incentive Plan (“STIP”) Payout can range from 0-200% of target based on financial goals: 1. Compensation Adjusted Operating Income (60%) and2. For The funded payout may be adjusted for each NEO 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 | STIP funding was |
Long-Term Incentive Plan (“LTIP”) Our target long-term incentive mix during 2019 for our CEO was 60% PSUs, 25% Stock Options, and 15% RSUs; target mix for our other NEOs, • Payout can range from 0-200% of target with cliff vesting on third anniversary of grant• 3-year performance period based on cumulative corporate financial goalsStock Options: • 3-year ratable vesting requirement• Reward long-term stockholder value creationRSUs: • 3-year ratable vesting requirement• Reward long-term stockholder value creation and encourage retention | goals. The |
2019 CEO Target Total Compensation Mix | 2019 CEO Long-term Incentive Mix | |
Name | NEOs Base Salary | Rationale for Increase | ||||
2016 | 2017 | % Increase (2016-2017) | ||||
Melissa Smith CEO & President | $700,000 | $700,000 | —% | n/a | ||
Roberto Simon CFO | $500,000 | $500,000 | —% | n/a | ||
Kenneth Janosick Chief Portfolio Risk and Operations Officer | $325,000 | $365,000 | 12% | Market-based adjustment | ||
Scott Phillips President, Global Fleet | $— | $475,000 | —% | Not a NEO in 2016 | ||
Jeffrey Young President, Health | $450,000 | $450,000 | —% | n/a |
NEOs Base Salary | |||||||||
Name | 2018 | 2019 | % Increase (2018-2019) | Rationale for Increase | |||||
Melissa Smith Chair, CEO and President | $ | 735,000 | $ | 770,000 | 5 | % | Market-based adjustment | ||
Roberto Simon CFO | $ | 500,000 | $ | 500,000 | 0 | % | n/a | ||
Scott Phillips President, Global Fleet | $ | 475,000 | $ | 475,000 | 0 | % | n/a | ||
Joel Dearborn President, Corporate Payments | $ | — | $ | 400,000 | —% | Not a NEO in 2018 | |||
Robert Deshaies President, Health | $ | — | $ | 425,000 | —% | Not a NEO in 2018 |
Weighting Used in Determination of 2019 STIP Payout(1) | ||||||||||
Corporate Goals | M. Smith | R. Simon | S. Phillips | J. Dearborn | R. Deshaies | |||||
Compensation Adjusted Revenue | 40 | % | 40 | % | 16 | % | 16 | % | 16 | % |
Compensation Adjusted Operating Income | 60 | % | 60 | % | 24 | % | 24 | % | 24 | % |
Business Unit Financial Goals | ||||||||||
Fleet Adjusted Revenue | — | — | 24 | % | — | — | ||||
Fleet Adjusted Operating Income | — | — | 36 | % | — | — | ||||
Corporate Payments Adjusted Revenue | — | — | — | 24 | % | — | ||||
Corporate Payments Operating Income | — | — | — | 36 | % | — | ||||
Healthcare Adjusted Revenue | — | — | — | — | 24 | % | ||||
Healthcare Adjusted Operating Income | — | — | — | — | 36 | % | ||||
STIP payout as a percentage of target based on 2019 corporate performance | 85.6 | % | 85.6 | % | 89.2 | % | 105.7 | % | 111.9 | % |
(1) | The percentages for each NEO represent the weight that the corporate goals are provided in determining 2019 actual STIP payout. |
Performance Goals | 2019 Actual | ||||||||||||||||||
Corporate Goals | Weight | Threshold (50% payout) | Target Performance Goal (100% payout) | Maximum (200% payout) | Actual Performance | Actual % Performance | Payout based on Actual 2019 Performance | ||||||||||||
Compensation Adjusted Revenue(1) | 40 | % | $ | 1,569,800,000 | $ | 1,643,800,000 | $ | 1,701,300,000 | $ | 1,640,800,000 | 98.0 | % | 39.2 | % | |||||
Compensation Adjusted Operating Income(2) | 60 | % | $ | 610,200,000 | $ | 642,300,000 | $ | 668,000,000 | $ | 627,700,000 | 77.3 | % | 46.4 | % | |||||
Weighted Average Payout | 85.6 | % |
(1) | Compensation Adjusted Revenue means 2019 revenue as reported in the Form 10-K filing reporting the Company’s results for the performance period adjusted for the difference between 2019 reported fuel prices and foreign exchange rates and Board-approved, budgeted 2019 fuel price and foreign exchange rate assumptions. The results were further adjusted for other items as shown in Appendix A. |
(2) | Compensation Adjusted Operating Income means 2019 operating income as reported in the Form 10-K filing reporting the Company’s results for the performance period adjusted for: foreign exchange rate impacts compared to the Board approved 2019 Budget, fuel price differences compared to the Board approved 2019 Budget, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, restructuring and other costs, and debt restructuring costs. The results were further adjusted for other items as shown in Appendix A. |
Weighting by NEO | |||||||||
Corporate Goals | M. Smith | R. Simon | K. Janosick | S. Phillips | J. Young | ||||
Corporate Financial Goals | |||||||||
Compensation Adjusted Revenue | 40% | 40% | 16% | 16% | 16% | ||||
Compensation Operating Income | 60% | 60% | 24% | 24% | 24% | ||||
Business Unit Financial Goals | |||||||||
Fleet Adjusted Revenue | — | — | 24% | — | — | ||||
Fleet Operating Income | — | — | 36% | — | — | ||||
Healthcare Adjusted Net Revenue | — | — | — | — | 24% | ||||
Healthcare Adjusted Operating Income | — | — | — | — | 36% | ||||
OTR Adjusted Revenue | — | — | — | 24% | — | ||||
OTR Operating Income | — | — | — | 36% | — | ||||
STIP payout as a percentage of target based on 2017 performance | 139% | 139% | 92% | 118% | 153% |
Performance Goals | 2017 Actual | |||||||
Corporate Goals | Strategic Objective Weight | Threshold (50% payout) | Target Performance Goal (100% payout) | Maximum (200% payout) | Actual Performance | Actual % Performance | Payout based on Actual 2017 Performance | |
Compensation Adjusted Revenue(1) | 40% | $1,124,800,000 | $1,184,000,000 | $1,225,400,000 | $1,228,400,000 | 200% | 80% | |
Compensation Operating Income(2) | 60% | $420,900,000 | $455,000,000 | $477,800,000 | $454,100,000 | 99% | 59% | |
Weighted Average Payout | 139% |
Target Annual Incentive | |||||||||||||||||
Name | Base Salary ($) | Eligible Award Salary | (% of 2017 Base Salary) | Award Amount At Target | Payout based on 2017 Corporate/ Unit Performance | Individual Performance Modifier | Actual 2017 STIP Award Earned(1) | ||||||||||
M. Smith | $700,000 | $700,000 | 120% | $840,000 | 139.1 | % | — | % | 1,168,440 | ||||||||
R. Simon | $500,000 | $500,000 | 75% | $375,000 | 139.1 | % | — | % | 521,625 | ||||||||
K. Janosick | $365,000 | $358,846 | 70% | $251,192 | 91.9 | % | — | % | 230,846 | ||||||||
S. Phillips | $475,000 | $405,769 | 55% | $223,173 | 118.4 | % | — | % | 264,237 | ||||||||
J. Young | $450,000 | $450,000 | 67% | $301,500 | 152.5 | % | — | % | 459,788 |
M. Smith | Goal Results |
FY2019 Performance Results | • Revenue and operating income results demonstrate strong execution across segments given outperformance relative to a number of peer companies • Organic revenue growth driven by new contract signings, including the addition of the Shell and Chevron portfolios • Achievement of performance goals against M&A acquisition deal models during 2019 that meet or exceed targets in aggregate • Effective progress and results with succession planning for senior management team • Creation affinity groups across the organization to promote diversity and inclusion • Progress in corporate goals related to long-term risk management • Progress in positioning the Company as a leader in financial technology within core verticals |
R. Simon | Goal Results |
FY2019 Performance Results | • Cash flow and leverage management • Reduction of financing and operating interest exposure; enhanced credit agreement terms Scaling systems and workforce planning • Risk management • Achievement of performance goals against M&A acquisition deal models during 2019 that meet or exceed targets in aggregate • Positive employee development and engagement results |
S. Phillips | Goal Results |
FY2019 Performance Results | • Success versus growth and innovation goals • M&A integration results and success versus deal model • Positive employee development and engagement results |
J. Dearborn | Goal Results |
FY2019 Performance Results | • Success building scalable operations function • M&A integration results and success versus deal model • Positive employee development and engagement results |
R. Deshaies | Goal Results |
FY2019 Performance Results | • Success versus growth and innovation goals • M&A integration results and success versus deal model • Positive employee development and engagement results |
Salary | x | Target Annual Incentive % | x | Corporate Performance Factor % (0%-200%) | Individual Performance Factor % (75%-125%) | = | Final STIP (0%-200%) |
Target | Actual | |||||||||||||||||
Executive | Annual Base Salary(1) (a) | Annual Incentive % (b) | Annual Cash Incentive $ (a) x (b) = (c) | Corporate Performance Factor % (d) | Individual Performance Factor (IPF) % (e) 2 | Final Award $ (c) x (d) x (e) | Final Award as a % of Target (d) x (e) | |||||||||||
Melissa Smith | $ | 763,269 | 140 | % | $ | 1,068,577 | 85.6 | % | 110.0 | % | $ | 1,006,172 | 94.2 | % | ||||
Roberto Simon | $ | 500,000 | 80 | % | $ | 400,000 | 85.6 | % | 114.0 | % | $ | 390,336 | 97.6 | % | ||||
Scott Phillips | $ | 475,000 | 80 | % | $ | 380,000 | 89.2 | % | 109.1 | % | $ | 369,636 | 97.3 | % | ||||
Joel Dearborn | $ | 380,769 | 75 | % | $ | 285,577 | 105.7 | % | 94.0 | % | $ | 283,744 | 99.4 | % | ||||
Robert Deshaies | $ | 412,535 | 75 | % | $ | 309,401 | 111.9 | % | 105.0 | % | $ | 363,531 | 117.5 | % |
(1) | Reflects base salary as paid during full year 2019. |
(2) | IPF rounded to nearest tenth. |
Two Year Cumulative Performance Goals | |||||||
Company Goals | Threshold (50% Payout) | Target Performance Goal (100% Payout) | Maximum (200% Payout) | Strategic Objective Weight | Actual Performance | Payout based on Actual 2017 Performance | |
Non-Fuel Price Sensitive Revenue(1) | $1,394,600,000 | $1,489,800,000 | $1,586,500,000 | 40% | $1,566,000,000 | 72% | |
Compensation ANI EPS(2)(3) | $8.43 | $9.21 | $9.98 | 60% | $10.22 | 120% | |
Weighted Average Payout | 192% |
Company Goals(1) | Threshold (50% Payout) | Target Performance Goal (100% Payout) | Maximum (200% Payout) | Weighted | Actual Performance | Payout based on Actual 2017-2019 Performance | ||||||||||
Non Fuel Sensitive Revenue ($millions)(1) | $ | 2,437.1 | $ | 2,634.7 | $ | 2,898.1 | 40 | % | $ | 3,112.1 | 80 | % | ||||
Adjusted Net Income — Earnings Per Share(2) | $ | 15.93 | $ | 17.41 | $ | 18.72 | 60 | % | $ | 19.45 | 120 | % | ||||
Weighted Average Payout | 200 | % |
(1) | Non Fuel Sensitive Revenue is defined as revenue as reported in the Form 10-K filing for the performance period for our Travel & Corporate Solutions and Health and Employee Benefits segments and all revenue lines in Fleet with the exception of payment processing revenue. The results were further adjusted for other items as shown in Appendix A. |
(2) | Adjusted Net Income - Earnings Per Share is defined as Adjusted Net Income - Earnings Per Share as reported in the Form 10-K filing for the performance period adjusted for PPG and other items as shown in Appendix A. |
Global Payments Inc. | |
Cardtronics plc | Green Dot Corporation |
CSG Systems International, Inc. | |
Total System Services, | |
Worldpay, Inc.(2) | |
FleetCor Technologies, Inc. | Virtusa Corporation |
(1) |
(2) | Worldpay Inc. |
WEX ($millions) | Peer Median ($millions) | |
Market Capitalization (at 12/31/2017) | $6,060 | $6,736 |
2017 EBITDA Margin | 35% | 22% |
2017 Revenue | $1,251 | $2,060 |
3-Year Revenue Growth | 53% | 39% |
Metrics | WEX ($millions) | Peer Median ($millions) | ||||
Market Capitalization (at 12/31/2019) | $9,067 | $8,277 | ||||
2019 EBITDA Margin | 36 | % | 21 | % | ||
2019 Revenue | $1,724 | $1,299 | ||||
3-Year Revenue Growth | 70 | % | 38 | % |
Role | Multiple of Base Salary |
Chief Executive Officer | 5.0x |
Other NEOs | 3.0x |
Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(7) | Total ($) | |||||||||||||||||||||||||
Melissa D. Smith | 2017 | $ | 700,000 | $ | — | $ | 3,046,384 | $ | 5,824,970 | $ | 1,168,440 | $ | 22,238 | $ | 85,574 | $ | 10,847,606 | |||||||||||||||||
President and Chief Executive Officer | 2016 | $ | 674,039 | $ | — | $ | 1,895,106 | $ | 631,727 | $ | 965,791 | $ | 4,383 | $ | 39,961 | $ | 4,211,007 | |||||||||||||||||
2015 | $ | 578,317 | $ | — | $ | 1,331,217 | $ | 443,742 | $ | 451,745 | $ | 653 | $ | 48,315 | $ | 2,853,989 | ||||||||||||||||||
Roberto Simon | 2017 | $ | 500,000 | $ | — | $ | 1,345,879 | $ | 2,779,971 | $ | 521,625 | $ | — | $ | 39,036 | $ | 5,186,511 | |||||||||||||||||
Chief Financial Officer | 2016 | $ | 423,077 | $ | — | $ | 2,049,892 | $ | 199,989 | $ | 408,803 | $ | — | $ | 405,976 | (6) | $ | 3,487,737 | ||||||||||||||||
2015 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Kenneth Janosick | 2017 | $ | 358,846 | $ | — | $ | 941,192 | $ | 2,199,967 | $ | 230,846 | $ | — | $ | 14,192 | $ | 3,745,043 | |||||||||||||||||
Chief Portfolio Risk & Operations Officer(8) | 2016 | $ | 322,115 | $ | — | $ | 499,947 | $ | 124,997 | $ | 333,649 | $ | — | $ | 14,058 | $ | 1,294,766 | |||||||||||||||||
2015 | $ | 320,000 | $ | — | $ | 280,021 | $ | 69,975 | $ | 123,172 | $ | — | $ | 13,984 | $ | 807,152 | ||||||||||||||||||
Scott Phillips | 2017 | $ | 405,769 | $ | — | $ | 799,929 | $ | 2,199,967 | $ | 1,752,237 | $ | — | $ | 26,346 | $ | 5,184,248 | |||||||||||||||||
President, Global Fleet | 2016 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
2015 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Jeffrey Young | 2017 | $ | 450,000 | $ | — | $ | 456,323 | $ | 1,599,960 | $ | 459,788 | $ | — | $ | 13,500 | $ | 2,979,571 | |||||||||||||||||
President, Health | 2016 | $ | 432,693 | $ | — | $ | 1,199,920 | $ | 49,978 | $ | 364,212 | $ | — | $ | 13,500 | $ | 2,060,303 | |||||||||||||||||
2015 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | ||||||||||||||||
Melissa Smith Chair and CEO | 2019 | $ | 763,269 | $ | — | $ | 3,450,218 | $ | 1,150,020 | $ | 1,006,172 | $ | 35,545 | $ | 77,170 | $ | 6,482,394 | ||||||||
2018 | $ | 729,615 | $ | — | $ | 2,699,878 | $ | 899,992 | $ | 1,212,474 | $ | — | $ | 88,758 | $ | 5,630,717 | |||||||||
2017 | $ | 700,000 | $ | — | $ | 3,046,384 | $ | 5,824,970 | $ | 1,168,440 | $ | 22,238 | $ | 85,574 | $ | 10,847,606 | |||||||||
Roberto Simon Chief Financial Officer | 2019 | $ | 500,000 | $ | — | $ | 1,200,156 | $ | 300,020 | $ | 390,336 | $ | — | $ | 40,258 | $ | 2,430,770 | ||||||||
2018 | $ | 500,000 | $ | — | $ | 999,697 | $ | 249,978 | $ | 445,125 | $ | — | $ | 37,822 | $ | 2,232,622 | |||||||||
2017 | $ | 500,000 | $ | — | $ | 1,345,879 | $ | 2,779,971 | $ | 521,625 | $ | — | $ | 39,036 | $ | 5,186,511 | |||||||||
Scott Phillips President, Global Fleet | 2019 | $ | 475,000 | $ | — | $ | 1,120,318 | $ | 280,031 | $ | 369,636 | $ | — | $ | 38,978 | $ | 2,283,963 | ||||||||
2018 | $ | 475,000 | $ | — | $ | 999,697 | $ | 249,978 | $ | 359,100 | $ | — | $ | 35,580 | $ | 2,119,355 | |||||||||
2017 | $ | 405,769 | $ | — | $ | 799,929 | $ | 2,199,967 | $ | 1,752,237 | $ | — | $ | 26,346 | $ | 5,184,248 | |||||||||
Joel Dearborn President, Corporate Payments | 2019 | $ | 380,769 | $ | — | $ | 1,040,111 | $ | 260,041 | $ | 283,744 | $ | — | $ | 33,825 | $ | 1,998,490 | ||||||||
Robert Deshaies President, Health | 2019 | $ | 412,535 | $ | 50,000 | $ | 740,592 | $ | 35,026 | $ | 363,531 | $ | — | $ | 18,141 | $ | 1,619,825 |
(1) | Includes amounts that may be contributed by each named executive officer on a pre-tax basis to the |
(2) | This was a one-time cash award associated with Mr. Deshaies' promotion to President, Health that will be paid in equal quarterly installments starting in 2020. |
(3) | The amounts shown in this column represent the aggregate grant date fair value of stock awards made during |
(4) | The amounts shown in this column represent the aggregate grant date fair value of option awards made during |
(5) | The amounts shown reflect the cash incentive awarded in March |
(6) | The amounts shown reflect |
(7) | The following table describes the elements that are represented in the |
Name | 401(k) or Other Retirement Plan Employer Match ($) | EDCP Employer Match ($)(1) | Other ($) | Total ($) | 401(k) or Other Retirement Plan Employer Match ($) | EDCP Employer Match ($)(1) | Other ($)(2) | Total ($) | ||||||||||||||||||||
Melissa D. Smith | $ | 15,468 | $ | 70,106 | $ | — | $ | 85,574 | ||||||||||||||||||||
Melissa Smith | $ | 16,800 | $ | 60,370 | $ | — | $ | 77,170 | ||||||||||||||||||||
Roberto Simon | $ | 7,738 | $ | 31,297 | $ | — | $ | 39,035 | $ | 16,800 | $ | 23,420 | $ | 38 | $ | 40,258 | ||||||||||||
Kenneth Janosick | $ | 14,192 | $ | — | $ | — | $ | 14,192 | ||||||||||||||||||||
Scott Phillips | $ | 10,492 | $ | 15,854 | $ | — | $ | 26,346 | $ | 16,800 | $ | 22,178 | $ | — | $ | 38,978 | ||||||||||||
Jeffrey Young | $ | 13,500 | $ | — | $ | — | $ | 13,500 | ||||||||||||||||||||
Joel Dearborn | $ | 16,800 | $ | 17,025 | $ | — | $ | 33,825 | ||||||||||||||||||||
Robert Deshaies | $ | 16,800 | $ | — | $ | 1,341 | $ | 18,141 |
(1) | The amounts reflect the Company’s contributions to the executive officer under the 2017 EDCP which were earned in |
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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(7) | |||||||||||||||||||||||||||||||||||
Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||
Melissa D. Smith | STIP | — | $ | 420,000 | $ | 840,000 | $ | 1,680,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (2) | $ | — | $ | — | $ | — | — | — | — | 4,716 | — | $ | — | $ | 494,944 | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (3) | $ | — | $ | — | $ | — | — | — | — | 5,445 | — | $ | — | $ | 571,453 | ||||||||||||||||||||||||||
PSU | 3/20/2017 | (4) | $ | — | $ | — | $ | — | 9,433 | 18,866 | 37,732 | — | — | $ | — | $ | 1,979,987 | ||||||||||||||||||||||||||
NQ | 3/20/2017 | (5) | $ | — | $ | — | $ | — | — | — | — | — | 23,187 | $ | 104.95 | $ | 824,970 | ||||||||||||||||||||||||||
NQ | 5/10/2017 | (6) | $ | — | $ | — | $ | — | 87,136 | 174,272 | 174,272 | — | — | $ | 99.69 | $ | 5,000,000 | ||||||||||||||||||||||||||
Roberto Simon | STIP | — | $ | 187,500 | $ | 375,000 | $ | 750,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (2) | $ | — | $ | — | $ | — | — | — | — | 2,667 | — | $ | — | $ | 279,902 | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (3) | $ | — | $ | — | $ | — | — | — | — | 2,154 | — | $ | — | $ | 226,062 | ||||||||||||||||||||||||||
PSU | 3/20/2017 | (4) | $ | — | $ | — | $ | — | 4,001 | 8,003 | 16,006 | — | — | $ | — | $ | 839,915 | ||||||||||||||||||||||||||
NQ | 3/20/2017 | (5) | $ | — | $ | — | $ | — | — | — | — | — | 7,869 | $ | 104.95 | $ | 279,971 | ||||||||||||||||||||||||||
NQ | 5/10/2017 | (6) | $ | — | $ | — | $ | — | 43,568 | 87,136 | 87,136 | — | — | $ | 99.69 | $ | 2,500,000 | ||||||||||||||||||||||||||
Kenneth Janosick | STIP | — | $ | 125,596 | $ | 251,192 | $ | 502,385 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (2) | $ | — | $ | — | $ | — | — | — | — | 1,905 | — | $ | — | $ | 199,930 | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (3) | $ | — | $ | — | $ | — | — | — | — | 1,346 | — | $ | — | $ | 141,263 | ||||||||||||||||||||||||||
PSU | 3/20/2017 | (4) | $ | — | $ | — | $ | — | 2,858 | 5,717 | 11,434 | — | — | $ | — | $ | 599,999 | ||||||||||||||||||||||||||
NQ | 3/20/2017 | (5) | $ | — | $ | — | $ | — | — | — | — | — | 5,621 | $ | 104.95 | $ | 199,990 | ||||||||||||||||||||||||||
NQ | 5/10/2017 | (6) | $ | — | $ | — | $ | — | 34,854 | 69,708 | 69,708 | — | — | $ | 99.69 | $ | 1,999,977 | ||||||||||||||||||||||||||
Scott Phillips | STIP | 3/20/2017 | $ | 111,587 | $ | 223,173 | $ | 446,346 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (2) | $ | — | $ | — | $ | — | — | — | — | 1,905 | — | $ | — | $ | 199,930 | ||||||||||||||||||||||||||
PSU | 3/20/2017 | (4) | $ | — | — | $ | — | — | $ | — | 6,476 | 2,858 | 5,717 | 11,434 | — | — | $ | — | $ | 599,999 | |||||||||||||||||||||||
NQ | 3/20/2017 | (5) | $ | — | $ | — | $ | — | — | — | — | — | 5,621 | $ | 104.95 | $ | 199,990 | ||||||||||||||||||||||||||
NQ | 5/10/2017 | (6) | $ | — | $ | — | $ | — | 34,854 | 69,708 | 69,708 | — | — | $ | 99.69 | $ | 1,999,977 | ||||||||||||||||||||||||||
Jeffrey Young | STIP | — | $ | 150,750 | $ | 301,500 | $ | 603,000 | — | — | — | — | — | $ | — | $ | — | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (2) | $ | — | $ | — | $ | — | — | — | — | 952 | — | $ | — | $ | 99,912 | ||||||||||||||||||||||||||
RSU | 3/20/2017 | (3) | $ | — | $ | — | $ | — | — | — | — | 538 | — | $ | — | $ | 56,463 | ||||||||||||||||||||||||||
PSU | 3/20/2017 | (4) | $ | — | $ | — | $ | — | 1,429 | 2,858 | 5,716 | — | — | $ | — | $ | 299,947 | ||||||||||||||||||||||||||
NQ | 3/20/2017 | (5) | $ | — | $ | — | $ | — | — | — | — | — | 2,810 | $ | 104.95 | $ | 99,977 | ||||||||||||||||||||||||||
NQ | 5/10/2017 | (6) | $ | — | $ | — | $ | — | 26,140 | 52,281 | 52,281 | — | — | $ | 99.69 | $ | 1,499,983 |
Date of Committee Action | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||||||
Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Melissa Smith | STIP | $ | 534,288 | $ | 1,068,577 | $ | 2,137,154 | — | — | — | — | — | — | — | |||||||||||||||
RSU(2) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | 3,734 | — | — | $ | 690,081 | ||||||||||||||||
PSU(3) | 3/20/2019 | 3/1/2019 | — | — | — | 7,468 | 14,935 | 29,870 | — | — | — | $ | 2,760,137 | ||||||||||||||||
NQ(4) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | — | 19,733 | 184.81 | $ | 1,150,020 | ||||||||||||||||
Roberto Simon | STIP | $ | 200,000 | $ | 400,000 | $ | 800,000 | — | — | — | — | — | — | — | |||||||||||||||
RSU(2) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | 1,624 | — | — | $ | 300,131 | ||||||||||||||||
PSU(3) | 3/20/2019 | 3/1/2019 | — | — | — | 2,435 | 4,870 | 9,740 | — | — | — | $ | 900,025 | ||||||||||||||||
NQ(4) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | — | 5,148 | $ | 184.81 | $ | 300,020 |
Date of Committee Action | 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(5) | |||||||||||||||||||||||
Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||
Scott Phillips | STIP | $ | 190,000 | $ | 380,000 | $ | 760,000 | — | — | — | — | — | — | — | |||||||||||||||
RSU(2) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | 1,516 | — | — | $ | 280,172 | ||||||||||||||||
PSU(3) | 3/20/2019 | 3/1/2019 | — | — | — | 2,273 | 4,546 | 9,092 | — | — | — | $ | 840,146 | ||||||||||||||||
NQ(4) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | — | 4,805 | $ | 184.81 | $ | 280,031 | |||||||||||||||
Joel Dearborn | STIP | $ | 142,789 | $ | 285,577 | $ | 571,154 | — | — | — | — | — | — | — | |||||||||||||||
RSU(2) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | 1,407 | — | — | $ | 260,028 | ||||||||||||||||
PSU(3) | 3/20/2019 | 3/1/2019 | — | — | — | 2,111 | 4,221 | 8,442 | — | — | — | $ | 780,083 | ||||||||||||||||
NQ(4) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | — | 4,462 | $ | 184.81 | $ | 260,041 | |||||||||||||||
Robert Deshaies | STIP | $ | 154,700 | $ | 309,401 | $ | 618,802 | — | — | — | — | — | — | $ | — | ||||||||||||||
RSU(2) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | 190 | — | — | $ | 35,114 | ||||||||||||||||
RSU(6) | 9/16/2019 | 8/26/2019 | — | — | — | — | — | — | 1,410 | — | — | $ | 300,161 | ||||||||||||||||
PSU(3) | 3/20/2019 | 3/1/2019 | — | — | — | 285 | 569 | 1,138 | — | — | — | $ | 105,157 | ||||||||||||||||
PSU(7) | 9/16/2019 | 8/26/2019 | — | — | — | 705 | 1,410 | 2,820 | — | — | — | $ | 300,161 | ||||||||||||||||
NQ(4) | 3/20/2019 | 3/1/2019 | — | — | — | — | — | — | — | 601 | $ | 184.81 | $ | 35,026 |
(1) | All March 20, 2019 equity awards are granted under |
(2) | RSUs granted on March 20, |
(3) | PSUs granted on March 20, |
(4) | Non-qualified stock options granted on March 20, |
(5) | Represents the aggregate grant date fair value of option awards and RSUs calculated in accordance with FASB ASC Topic 718. Represents the aggregate grant date fair value of PSUs calculated in accordance with FASB ASC Topic 718 based on the probable outcome of performance goals. |
(6) | RSUs granted to Mr. Deshaies on September 16, 2019 were |
(7) | PSUs granted to Mr. Deshaies on September 16, 2019 were related to his promotion to President, Health. The PSUs granted may convert to RSUs based on the |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name | 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 (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Option Grant Date | Number of Securities Underlying Unexercised Options - (#) Exercisable | Number of Securities Underlying Unexercised Options - (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | |||||||||||||||||||||||||||||||||
Melissa D. Smith | 8,658 | 4,342 | — | $ | 103.75 | 3/15/2025 | 54,478 | $ | 7,693,928 | 37,732 | $ | 5,328,890 | ||||||||||||||||||||||||||||||||||||||||
8,047 | 16,121 | — | $ | 77.20 | 3/15/2026 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | 23,187 | — | $ | 104.95 | 3/20/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | — | 174,272 | $ | 99.69 | 5/10/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
Melissa Smith | 3/15/2015 | 13,000 | — | — | $ | 103.75 | 3/15/2025 | 7,586 | $ | 1,588,964 | 94,904 | $ | 19,878,592 | |||||||||||||||||||||||||||||||||||||||
3/15/2016 | 16,112 | — | — | $ | 77.20 | 3/15/2026 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2017 | 15,442 | 7,745 | — | $ | 104.95 | 3/20/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
5/10/2017 | — | — | 174,272 | $ | 99.69 | 5/10/2027 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/15/2018 | 5,845 | 11,710 | — | $ | 158.23 | 3/15/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2019 | — | 19,733 | — | $ | 184.81 | 3/20/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Roberto Simon | — | — | — | $ | — | — | 32,263 | $ | 4,556,503 | 16,006 | $ | 2,260,527 | 3/20/2017 | 5,240 | 2,629 | — | $ | 104.95 | 3/20/2027 | 3,569 | $ | 747,563 | 35,224 | $ | 7,378,019 | |||||||||||||||||||||||||||
2,547 | 5,104 | — | $ | 77.20 | 3/15/2026 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | 7,869 | — | $ | 104.95 | 3/20/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | — | 87,136 | $ | 99.69 | 5/10/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
Kenneth Janosick | 1,365 | 685 | — | $ | 103.75 | 3/15/2025 | 14,370 | $ | 2,029,475 | 11,434 | $ | 1,614,824 | ||||||||||||||||||||||||||||||||||||||||
1,592 | 3,190 | — | $ | 77.20 | 3/15/2026 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | 5,621 | — | $ | 104.95 | 3/20/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | — | 69,708 | $ | 99.69 | 5/10/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
Roberto Simon | 5/10/2017 | — | — | 87,136 | $ | 99.69 | 5/10/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/15/2018 | 1,623 | 3,253 | — | $ | 158.23 | 3/15/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2019 | — | 5,148 | — | $ | 184.81 | 3/20/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
— | — | — | $ | — | — | 16,085 | $ | 2,271,685 | 11,434 | $ | 1,614,824 | 3/20/2017 | 3,743 | 1,878 | — | $ | 104.95 | 3/20/2027 | 3,207 | $ | 671,738 | 30,004 | $ | 6,284,638 | ||||||||||||||||||||||||||||
— | 5,621 | — | $ | 104.95 | 3/20/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | — | 69,708 | $ | 99.69 | 5/10/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
Jeffrey Young | — | — | — | $ | — | — | 5,650 | $ | 797,950 | 31,622 | $ | 4,465,975 | ||||||||||||||||||||||||||||||||||||||||
636 | 1,276 | — | $ | 77.20 | 3/15/2026 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | 2,810 | — | $ | 104.95 | 3/20/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
— | — | 52,281 | $ | 99.69 | 5/10/2027 | — | $ | — | — | $ | — | |||||||||||||||||||||||||||||||||||||||||
Scott Phillips | 5/10/2017 | — | — | 69,708 | $ | 99.69 | 5/10/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/15/2018 | 1,623 | 3,253 | — | $ | 158.23 | 3/15/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2019 | — | 4,805 | — | $ | 184.81 | 3/20/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2017 | 561 | 282 | — | $ | 104.95 | 3/20/2027 | 1,967 | $ | 412,008 | 14,326 | $ | 3,000,724 | ||||||||||||||||||||||||||||||||||||||||
Joel Dearborn | 3/15/2018 | 714 | 1,431 | — | $ | 158.23 | 3/15/2028 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/20/2019 | — | 4,462 | — | $ | 184.81 | 3/20/2029 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/15/2016 | 1,032 | — | — | $ | 77.20 | 3/15/2026 | 1,823 | $ | 381,846 | 11,040 | $ | 2,312,438 | ||||||||||||||||||||||||||||||||||||||||
Robert Deshaies | 3/20/2017 | 561 | 282 | — | $ | 104.95 | 3/20/2027 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
3/15/2018 | 194 | 391 | — | $ | 158.23 | 3/15/2028 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
3/20/2019 | — | 601 | — | $ | 184.81 | 3/20/2029 | — | — | — | — |
(1) | Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. |
(2) | Vests upon the attainment of specified stock price hurdles beginning on the third anniversary of the grant, being May 10, 2020, and ending on the fifth anniversary of the grant, being May 10, 2022. The stock price hurdles are as follows: (a) 50% of the total award vests if the closing stock price is at least $149.53 for 20 consecutive trading days during the two year period beginning May 10, 2020; (b) additional 25% of the total award vests if the closing stock price is at least $174.45 for 20 consecutive trading days during the two year period beginning May 10, 2020; and, (c) the final 25% of the total award vests if the closing stock price is at least $199.38 for 20 consecutive trading days during the two year period beginning May 10, 2020, in each instance so long |
(3) | The following table shows the number of RSUs, |
Name | Annual Grant RSUs and PSUs March 15, 2015 (#) | Annual Grant RSUs and PSUs March 15, 2016 (#) | Special Incentive PSU Grant September 15, 2016 (#) | Annual Grant RSUs March 20, 2017 (#) | Total (#) | Annual Grant RSUs March 20, 2017 (#) | Annual Grant RSUs March 15, 2018 (#) | Annual Grant RSUs March 20, 2019 (#) | Promotion Related RSUs September 16, 2019 (#) | Total (#) | |||||||||||
Melissa D. Smith | 3,356 | 40,961 | — | 10,161 | 54,478 | ||||||||||||||||
Melissa Smith | 1,576 | 2,276 | 3,734 | — | 7,586 | ||||||||||||||||
Roberto Simon | — | 27,442 | — | 4,821 | 32,263 | 891 | 1,054 | 1,624 | — | 3,569 | |||||||||||
Kenneth Janosick | 719 | 10,400 | — | 3,251 | 14,370 | ||||||||||||||||
Scott Phillips | — | — | 14,180 | 1,905 | 16,085 | 637 | 1,054 | 1,516 | — | 3,207 | |||||||||||
Jeffrey Young | — | 4,160 | — | 1,490 | 5,650 | ||||||||||||||||
Joel Dearborn | 96 | 464 | 1407 | — | 1,967 | ||||||||||||||||
Robert Deshaies | 96 | 127 | 190 | 1,410 | 1,823 |
Grant Date | Stock Award Vesting Schedule |
March 20, 2017 | Annual Grant RSUs vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. |
March 15, 2018 | Annual Grant RSUs vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. |
March 20, 2019 | Annual Grant RSUs vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. |
September 16, 2019 | Mr. Deshaies promotion related RSUs vest in full on the third anniversary of the grant date. |
(4) | Reflects the value as calculated based on the closing price of the |
(5) | These amounts represent the number of PSUs granted assuming maximum performance conditions are met. The following table shows the PSUs, by grant date, where achievement of the performance conditions have not yet been determined as of December 31, |
Name | Special Incentive PSUs Grant March 15, 2016 (#) | Annual PSUs Grant March 20, 2017 (#) | Total (#) | Annual Grant PSUs March 20, 2017 (#) | Annual Grant PSUs March 15, 2018 (#) | Special Incentive PSU Grant December 17, 2018 (#) | Annual Grant PSUs March 20, 2019 (#) | Promotion Related PSUs September 16, 2019 (#) | Total (#) | |||||||
Melissa D. Smith | — | 37,732 | 37,732 | |||||||||||||
Melissa Smith | 37,732 | 27,302 | — | 29,870 | — | 94,904 | ||||||||||
Roberto Simon | — | 16,006 | 16,006 | 16,006 | 9,478 | — | 9,740 | — | 35,224 | |||||||
Kenneth Janosick | — | 11,434 | 11,434 | |||||||||||||
Scott Phillips | — | 11,434 | 11,434 | 11,434 | 9,478 | — | 9,092 | — | 30,004 | |||||||
Jeffrey Young | 25,906 | 5,716 | 31,622 | |||||||||||||
Joel Dearborn | 1,714 | 4,170 | — | 8,442 | — | 14,326 | ||||||||||
Robert Deshaies | 1,714 | 1,136 | 4,232 | 1,138 | 2,820 | 11,040 |
Grant Date | Stock Award Vesting Schedule (Assuming Performance Conditions are Met and PSUs have converted to RSUs) | |
March | 20, 2017 | Vests in full on the third anniversary of the grant date. |
March | 15, 2018 | Vests in full on the third anniversary of the grant date. |
December 17, 2018 | Vests in full on March 15, 2022. | |
March 20, 2019 | Vests in full on the third anniversary of the grant date. | |
September 16, 2019 | Vests in full on March 20, 2022. |
Option Awards | Stock Awards | Option Awards | Stock Awards | |||||||||||||||||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | Number of Shares Acquired on Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||||||
Melissa D. Smith | — | $ | — | 38,572 | $ | 4,057,774 | ||||||||||||||||||
Melissa Smith | 8,056 | $ | 1,069,756 | 23,191 | $ | 4,185,411 | ||||||||||||||||||
Roberto Simon | — | $ | — | 6,253 | $ | 657,816 | 7,651 | $ | 939,783 | 15,145 | $ | 2,732,461 | ||||||||||||
Kenneth Janosick | — | $ | — | 11,657 | $ | 1,226,316 | ||||||||||||||||||
Scott Phillips | — | $ | — | — | $ | — | — | — | 1,159 | $ | 212,582 | |||||||||||||
Jeffrey Young | — | $ | — | 3,105 | $ | 326,646 | ||||||||||||||||||
Joel Dearborn | — | — | 963 | $ | 190,155 | |||||||||||||||||||
Robert Deshaies | — | — | 3,997 | $ | 720,283 |
Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(5) | ||||||||||||||||||||||
Melissa D. Smith | SERP | $ | — | $ | — | $ | 22,238 | $ | — | $ | 120,635 | (5) | ||||||||||||||||||||||
EDCP | $ | 116,844 | $ | 70,106 | $ | 78,874 | $ | 60,204 | $ | 708,971 | ||||||||||||||||||||||||
Melissa Smith | SERP | — | — | 35,545 | — | 146,497(4) | ||||||||||||||||||||||||||||
2005 EDCP | — | — | 151,289 | 24,194 | 722,752 | |||||||||||||||||||||||||||||
2017 EDCP | 150,926 | 60,370 | 28,273 | — | 467,330 | |||||||||||||||||||||||||||||
Roberto Simon | EDCP | $ | 156,487 | $ | 31,297 | $ | 19,003 | $ | — | $ | 435,717 | 2005 EDCP | — | — | 47,297 | — | 447,343 | |||||||||||||||||
Kenneth Janosick | EDCP | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
Roberto Simon | 2017 EDCP | 97,584 | 23,420 | 4,207 | — | 263,200 | ||||||||||||||||||||||||||||
EDCP | $ | 26,424 | $ | 15,854 | $ | — | $ | — | $ | 42,278 | 2005 EDCP | — | — | 14,474 | — | 51,020 | ||||||||||||||||||
Jeffrey Young | EDCP | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||
Scott Phillips | 2017 EDCP | 36,964 | 22,178 | 2,913 | — | 119,511 | ||||||||||||||||||||||||||||
2005 EDCP | — | — | — | — | — | |||||||||||||||||||||||||||||
Joel Dearborn | 2017 EDCP | 17,025 | 17,025 | 3,884 | — | 81,832 | ||||||||||||||||||||||||||||
2005 EDCP | — | — | — | — | — | |||||||||||||||||||||||||||||
Robert Deshaies | 2017 EDCP | — | — | 6,282 | — | 51,338 |
(1) | The amounts shown in this column have been reported in Salary |
(2) | Participant contributions to the |
(3) | Earnings on the SERP are included in the Summary Compensation |
Name | Salary | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||||||
Melissa D. Smith | $ | — | $ | 379,994 | $ | 294,624 | $ | 674,618 | ||||||||
Roberto Simon | $ | — | $ | 360,889 | $ | 55,555 | $ | 416,444 | ||||||||
Kenneth W. Janosick | $ | — | $ | — | $ | — | $ | — | ||||||||
Scott Phillips | $ | — | $ | 26,424 | $ | 15,854 | $ | 42,278 | ||||||||
Jeff Young | $ | — | $ | — | $ | — | $ | — |
(4) | Includes the earnings and balance on December 31, |
Name | Salary | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | ||||||||
Melissa Smith | $ | 36,481 | $ | 652,167 | $ | 427,742 | $ | 1,116,390 | ||||
Roberto Simon | $ | — | $ | 569,754 | $ | 105,682 | $ | 675,436 | ||||
Scott Phillips | $ | — | $ | 99,298 | $ | 59,578 | $ | 158,876 | ||||
Joel Dearborn | $ | — | $ | — | $ | — | $ | — | ||||
Robert Deshaies | $ | — | $ | — | $ | — | $ | — |
SERP | 2019 Rate of Return | |
Fidelity VIP Government Money Market | % | |
General Fixed 5 Year | 3.00 | % |
Principal Global Investors Core Plus Bond | % | |
Principal Global Investors Diversified Balanced | ||
Principal Global Investors Diversified International | ||
% | ||
Principal Global Investors MidCap | % | |
Principal Government & High Quality Bond | ||
Principal Global Investors Equity Income Account | 28.55% | |
T. Rowe Price LargeCap Growth | 34.35% | |
2005 EDCP and 2017 EDCP | ||
The Oakmark Equity & Income Fund | % | |
Deutsche Real Estate Securities Fund (A) | % | |
American EuroPacific Growth Fund (R-4) | % | |
% | ||
MFS Value Fund CL R4 | % |
Oppenheimer Developing Markets Fund (A) | % | |
PRIMECAP Odyssey Stock Fund | % | |
Principal High Yield Fund | % | |
MainStay Large Cap Growth Fund | % | |
% | ||
Vanguard Extended Market Index Fund | % | |
Wells Fargo Discovery Fund | % | |
Metropolitan West Total Return Bond Fund | % | |
T. Rowe Price Retirement Balance Inv | % | |
T. Rowe Price 2005 Retirement | % | |
T. Rowe Price 2010 Retirement | % | |
T. Rowe Price 2015 Retirement | % | |
T. Rowe Price 2020 Retirement | % | |
T. Rowe Price 2025 Retirement | % | |
T. Rowe Price 2030 Retirement | % | |
T. Rowe Price 2035 Retirement | % | |
T. Rowe Price 2040 Retirement | % | |
T. Rowe Price 2045 Retirement | % | |
T. Rowe Price 2050 Retirement | % | |
T. Rowe Price 2055 Retirement | % | |
T. Rowe Price 2060 Retirement | % | |
Retirement Reserves Money Fund | % |
Ms. Smith | Mr. Simon | Mr. | Mr. | Mr. Phillips | |||||
Basic SeveranceBenefit(1) | |||||||||
Severance Payment | 1.5x base salary plus | 1.5x base salary paid over an | 1.5x base salary paid over an | 1.5x base salary paid over an | |||||
Accelerated Vesting of Equity | 1 year | None | |||||||
Health Benefit Continuation | One-time lump-sum cash payment equal to | Payment of | |||||||
Change in Control(CiC) | |||||||||
Double Trigger: | |||||||||
Severance Payment | 2x base salary and 2x target bonus paid over a 24 month period | ||||||||
Accelerated Vesting of Equity | 100 percent (other than performance options which vest only if CiC price exceeds performance thresholds) | 100 percent | |||||||
Health Benefit Continuation | One-time lump-sum cash payment equal to | ||||||||
OtherAgreements | |||||||||
Non-Compete | 2 years for without cause termination and constructive discharge with CiC; 1 year otherwise | 1 year | 2 years | ||||||
Non-Solicitation | |||||||||
Non-Disparagement | |||||||||
Non-Disclosure | Indefinitely |
(1) | Basic severance benefit is payable in the case of the executive officer resigning for |
(2) | ||||||
paid can be required. |
(3) | Upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the |
(4) | In connection with any separation of employment by an executive officer, the officer shall execute and not timely revoke a separation agreement and release, in a form acceptable to the Company, in order to receive the |
(5) | Each of the executive officers has agreed to provisions which restrict the executive officer from performing any acts which advance the interests of any existing or prospective competitors of WEX during the period specified above. |
(6) | Each of the executive officers has agreed to provisions which restrict the executive officer from soliciting customers or employees to terminate their relationship with the Company. |
(7) | Each of the executive officers has agreed to provisions which restrict the executive officer from making any statements or performing any acts intended or reasonably calculated to advance the interest of any existing or prospective competitor or in any way to injure the interests of or disparage the Company. |
(8) | Each of the executive officers has agreed to provisions which restrict the executive from disclosing confidential information as defined in the agreement. |
Named Executive Officer | Voluntary Termination or Involuntary Termination For Cause ($) | Involuntary Termination Without Cause ($) | Change in Control With Termination ($) | Disability ($) | Death ($) | Voluntary Termination or Involuntary Termination For Cause ($) | Involuntary Termination Without Cause or Resignation for Good Reason ($) | Change in Control With Termination ($) | Disability ($) | Death ($)(1) | |||||||||||||||||||||||||
Melissa D. Smith | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(1) | $ | — | $ | 5,922,621 | $ | 10,685,537 | $ | — | $ | 10,685,537 | |||||||||||||||||||||||||
Melissa Smith | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(2) | — | $6,050,982 | $13,424,011 | — | $13,424,011 | ||||||||||||||||||||||||||||||
Salary and Benefits Continuation | $ | — | $ | 1,073,734 | $ | 1,447,469 | $ | — | $ | — | — | $1,175,168 | $1,580,336 | — | — | ||||||||||||||||||||
Short Term Incentive Program | $ | — | $ | 840,000 | $ | 1,680,000 | $ | 840,000 | $ | 840,000 | — | $1,078,000 | $2,156,000 | $1,078,000 | $1,078,000 | ||||||||||||||||||||
Non-Qualified Plan(2) | $ | 829,606 | $ | 829,606 | $ | 829,606 | $ | 829,606 | $ | 829,606 | |||||||||||||||||||||||||
Non-Qualified Plan Payout(3) | $1,336,578 | $1,336,578 | $1,336,578 | $1,336,578 | $1,336,578 | ||||||||||||||||||||||||||||||
Total | $ | 829,606 | $ | 8,665,961 | $ | 14,642,612 | $ | 1,669,606 | $ | 12,355,143 | $1,336,578 | $9,640,728 | $18,496,925 | $2,414,578 | $15,838,589 | ||||||||||||||||||||
Roberto Simon | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(1) | $ | — | $ | 761,512 | $ | 5,453,483 | $ | — | $ | 5,453,483 | |||||||||||||||||||||||||
Acceleration of Equity Awards(2) | — | — | $5,004,878 | — | $5,004,878 | ||||||||||||||||||||||||||||||
Salary and Benefits Continuation | $ | — | $ | 772,746 | $ | 1,045,493 | $ | — | $ | — | — | $772,963 | $1,045,925 | — | — | ||||||||||||||||||||
Short Term Incentive Program | $ | — | $ | 375,000 | $ | 750,000 | $ | 375,000 | $ | 375,000 | — | $400,000 | $800,000 | $400,000 | $400,000 | ||||||||||||||||||||
Non-Qualified Plan(2) | $ | 435,717 | $ | 435,717 | $ | 435,717 | $ | 435,717 | $ | 435,717 | |||||||||||||||||||||||||
Non-Qualified Plan Payout(3) | $710,543 | $710,543 | $710,543 | $710,543 | $710,543 | ||||||||||||||||||||||||||||||
Total | $ | 435,717 | $ | 2,344,975 | $ | 7,684,693 | $ | 810,717 | $ | 6,264,200 | $710,543 | $1,883,506 | $7,561,346 | $1,110,543 | $6,115,421 | ||||||||||||||||||||
Kenneth W. Janosick | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(1) | $ | — | $ | — | $ | 2,793,533 | $ | — | $ | 2,793,533 | |||||||||||||||||||||||||
Scott Phillips | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(2) | — | — | $4,295,421 | — | $4,295,421 | ||||||||||||||||||||||||||||||
Salary and Benefits Continuation | $ | — | $ | 570,513 | $ | 776,027 | $ | — | $ | — | — | $738,163 | $1,001,325 | — | — | ||||||||||||||||||||
Short Term Incentive Program | $ | — | $ | — | $ | 511,000 | $ | 255,500 | $ | 255,500 | — | $380,000 | $760,000 | $380,000 | $380,000 | ||||||||||||||||||||
Non-Qualified Plan(2) | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Non-Qualified Plan Payout(3) | $170,532 | $170,532 | $170,532 | $170,532 | $170,532 | ||||||||||||||||||||||||||||||
Total | $ | — | $ | 570,513 | $ | 4,080,560 | $ | 255,500 | $ | 3,049,033 | $170,532 | $1,288,695 | $6,227,278 | $550,532 | $4,845,953 | ||||||||||||||||||||
Scott Phillips | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(1) | $ | — | $ | — | $ | 2,626,307 | $ | — | $ | 2,626,307 | |||||||||||||||||||||||||
Joel Dearborn | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(2) | — | — | $2,125,140 | — | $2,125,140 | ||||||||||||||||||||||||||||||
Salary and Benefits Continuation | $ | — | $ | 738,063 | $ | 1,001,127 | $ | — | $ | — | — | $620,168 | $840,336 | — | — | ||||||||||||||||||||
Short Term Incentive Program | $ | — | $ | 261,250 | $ | 522,500 | $ | 261,250 | $ | 261,250 | — | — | $600,000 | $300,000 | $300,000 | ||||||||||||||||||||
Non-Qualified Plan(2) | $ | 42,278 | $ | 42,278 | $ | 42,278 | $ | 42,278 | $ | 42,278 | |||||||||||||||||||||||||
Non-Qualified Plan Payout(3) | $81,832 | $81,832 | $81,832 | $81,832 | $81,832 | ||||||||||||||||||||||||||||||
Total | $ | 42,278 | $ | 1,041,591 | $ | 4,192,212 | $ | 303,528 | $ | 2,929,835 | $81,832 | $702,000 | $3,647,308 | $381,832 | $2,506,972 | ||||||||||||||||||||
Jeff Young | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(1) | $ | — | $ | — | $ | 3,003,214 | $ | — | $ | 3,003,214 | |||||||||||||||||||||||||
Robert Deshaies | |||||||||||||||||||||||||||||||||||
Acceleration of Equity Awards(2) | — | — | $1,602,382 | — | $1,602,382 | ||||||||||||||||||||||||||||||
Salary and Benefits Continuation | $ | — | $ | 682,221 | $ | 914,443 | $ | — | $ | — | — | $232,788 | $890,577 | — | — | ||||||||||||||||||||
Short Term Incentive Program | $ | — | $ | — | $ | 603,000 | $ | 301,500 | $ | 301,500 | — | — | $637,500 | $318,750 | $318,750 | ||||||||||||||||||||
Non-Qualified Plan(2) | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||||||||||
Non-Qualified Plan Payout(3) | $51,338 | $51,338 | $51,338 | $51,338 | $51,338 | ||||||||||||||||||||||||||||||
Total | $ | — | $ | 682,221 | $ | 4,520,657 | $ | 301,500 | $ | 3,304,714 | $51,338 | $284,126 | $3,181,797 | $370,088 | $1,972,470 |
(1) | The Company's Short Term Incentive Program provides for a pro-rated lump sum payment at target in the event of death or disability. |
(2) | For purposes of these calculations, the stock price used to calculate potential payments was the closing price on December |
(3) | As used in this table, Non-Qualified Plan Payout |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Restricted Stock Units (#) | Weighted-Average Exercise Price of Outstanding Options (Excludes Restricted Stock Units) ($) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in First Column) (#) | ||
Equity compensation plans approved by Company security holders | 1,723,404 | 97.70 | 1,617,334 |
Proposal 3 |
We recommend a vote FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2020. |
December 31, | ||||||
2019 | 2018 | |||||
Audit Fees(1) | $ | 6,551,817 | $ | 5,921,187 | ||
Audit-Related Fees(2) | 134,752 | 62,661 | ||||
Tax Fees(3) | 575,245 | 449,379 | ||||
All Other Fees (4) | 4,990 | — | ||||
Total | $ | 7,266,804 | $ | 6,433,227 |
(1) | For professional services performed in connection with the annual audit of the consolidated financial statements included in the annual report on Form 10-K, quarterly reviews of the condensed consolidated financial statements included in quarterly reports on Forms 10-Q, annual audit of our internal control over financial reporting, as well as fees associated with the statutory audits of certain of our domestic and foreign entities. |
(2) | For professional services performed in connection with the annual audit of the WEX Inc. Employee Savings Plan and certain agreed-upon procedures. |
(3) | For tax compliance, tax advice and tax planning services performed in connection with domestic tax matters. |
(4) | For accounting research tools. |
Name and Address(1) | Common Stock Owned(2) | Right To Acquire(3) | Total Securities Beneficially Owned(3) | Percent of Outstanding Shares | ||||
Principal Stockholders: | ||||||||
Wellington Management Group, LLP(4) 280 Congress Street Boston, MA 02210 | 3,943,657 | — | 3,943,657 | 9.1 | % | |||
Janus Henderson Group plc(5) 201 Bishopsgate London EC2M 3AE, United Kingdom | 3,569,875 | — | 3,569,875 | 8.2 | % | |||
The Vanguard Group, Inc.(6) 100 Vanguard Blvd Malvern, PA 19355 | 4,048,312 | — | 4,048,312 | 9.3 | % | |||
BlackRock, Inc.(7) 55 East 52nd Street New York NY 10055 | 3,906,948 | — | 3,906,948 | 9.0 | % | |||
Eaton Vance Management(8) 2 International Place Boston, MA 02110 | 2,221,492 | — | 2,221,492 | 5.1 | % | |||
Named Executive Officers and Directors: | ||||||||
Melissa Smith | 48,915 | 40,551 | 89,466 | * | ||||
Roberto Simon(9) | 9,622 | 17,437 | 27,059 | * | ||||
Scott Phillips | 10,247 | 12,575 | 22,822 | * | ||||
Joel Dearborn | 3,782 | 2,278 | 6,060 | * | ||||
Robert Deshaies | 5,997 | 1,873 | 7,870 | * | ||||
John E. Bachman | 2,363 | 662 | 3,025 | * | ||||
Daniel Callahan | — | 1,156 | 1,156 | * | ||||
Michael E. Dubyak | 32,134 | 907 | 33,041 | * | ||||
Shikhar Ghosh | 3,712 | 662 | 4,374 | * |
Name and Address(1) | Common Stock Owned(2) | Right To Acquire(3) | Total Securities Beneficially Owned(3) | Percent of Outstanding Shares | ||||
Rowland T. Moriarty(10) | 49,428 | 736 | 50,164 | * | ||||
James Neary | 2,363 | 662 | 3,025 | * | ||||
Stephen Smith | — | — | — | * | ||||
Susan Sobbott | — | 1,156 | 1,156 | * | ||||
Regina O. Sommer | 6,286 | 662 | 6,948 | * | ||||
Jack VanWoerkom | — | 662 | 662 | * | ||||
Directors and Executive Officers as a Group (20 Persons)(11) | 210,577 | 119,813 | 330,390 | * |
* | 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 or entity has sole voting and investment power or has shared voting and investment power, including with his or her spouse. Excludes shares that may be acquired through stock option exercises or through the vesting of restricted stock units. This table does not include the following number of shares that will be acquired by our non-employee directors 200 days after their separation from our Board: 40,195 shares by Mr. Ghosh; 11,999 shares by Dr. Moriarty; 6,564 shares by Ms. Sommer; 6,606 shares by Mr. VanWoerkom; and 299 shares by Mr. Callahan. |
(3) | Includes shares that can be acquired through stock option exercises or the vesting of restricted stock units through May 16, 2020. Excludes shares that may not be acquired until on or after May 17, 2020. |
(4) | This information was reported on a Schedule 13G/A filed with the SEC on January 28, 2020. Each of Wellington Management Group, LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP has shared voting power with respect to 3,454,252 shares and shared dispositive power with respect to 3,943,657 shares. Wellington Management Company LLP has shared voting power with respect to shares 3,321,191 and shared dispositive power with respect to 3,731,281 shares. The securities reported are owned of record by clients of one or more investment advisors directly or indirectly owned by Wellington Management Group LLP (the “Investment Advisors”), including: Wellington Management Company LLP , Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Investment Advisors. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The percentage reported in the table above is based on the assumption that Wellington Management Group LLP has beneficial ownership of 3,943,657 shares of common stock on March 17, 2020. |
(5) | This information was reported on a Schedule 13G/A filed by Janus Henderson Group plc (“Janus Henderson”) with the SEC on February 14, 2020. The Schedule 13G/A reported that Janus Henderson has shared voting power and shared dispositive power over 3,569,875 shares. The percentage reported is based on the assumption that Janus Henderson has beneficial ownership of 3,569,875 shares of common stock on March 17, 2020. |
(6) | This information was reported on a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 12, 2020. The Schedule 13G/A reported that Vanguard has sole voting power over 24,877 shares, shared voting power over 8,473 shares, sole dispositive power over 4,020,516 shares and shared dispositive power over 27,796 shares. The percentage reported is based on the assumption that Vanguard has beneficial ownership of 4,048,312 shares of common stock on March 17, 2020. |
(7) | This information was reported on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 6, 2020. The Schedule 13G/A reported that BlackRock has sole voting power over 3,745,152 shares and has sole dispositive power over 3,906,948 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 3,906,948 shares of common stock on March 17, 2020. |
(8) | This information was reported on a Schedule 13G/A filed by Eaton Vance Management (“Eaton Vance”) with the SEC on February 13, 2020. The Schedule 13G/A reported that Eaton Vance has sole voting power over and sole dispositive power over 2,221,492 shares. The percentage reported is based on the assumption that Eaton Vance has beneficial ownership of 2,221,492 shares of common stock on March 17, 2020. |
(9) | Includes 80 shares held indirectly in the WEX Inc. 401(k) Plan. Mr. Simon disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them. |
(10) | Includes 34,978 shares held indirectly through Rubex, LLC and 13,600 shares held indirectly through the Moriarty Family Charitable Trust. Dr. Moriarty is the Chief Investment Officer of Rubex, LLC and disclaims beneficial ownership of the shares held by Rubex, LLC except to the extent of his pecuniary interest in them. Dr. Moriarty disclaims beneficial ownership of the shares of Moriarty Family Charitable Trust except to the extent of his pecuniary interest in them. |
(11) | In addition to the named executive officers and directors included in this table, five other executive officers were members of this group as of March 17, 2020. |
Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (#) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (Excludes Restricted and Deferred Stock Units and Performance 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 stockholders | 2,091,757(1) | 115.82(2) | 3,636,544(3) |
(1) | Includes 687,796 shares of common stock under the 2010 and 2019 Equity and Incentive Plans subject to PSUs assuming that the target level of performance conditions were achieved. If the highest level of performance conditions were assumed for such PSUs, the total number of shares of common stock to be issued upon settlement of such awards as of December 31, 2019 would be 1,373,750. |
(2) | Weighted average exercise price does not take into account the 414,875 shares of common stock subject to outstanding RSUs, the 96,884 shares of common stock subject to outstanding DSUs or the 687,796 shares of common stock subject to outstanding PSUs. Such shares of common stock will be issued at the time such awards vest, without any cash consideration payable for those shares. |
(3) | The 2019 Equity and Incentive Plan permits the award of incentive stock options and nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, director awards, other stock-based and cash-based awards and performance awards. The 2019 Equity and Incentive Plan authorizes a number of shares for issuance equal to the sum of (i) 3,700,000 shares of common stock and (ii) such additional number of shares of common stock (up to 1,501,676) as is equal to (a) the number of shares of the common stock reserved for issuance under the 2010 Equity and Incentive Plan that remained available for grant under that plan immediately prior to May 9, 2019 and (b) the number of shares of common stock subject to awards granted under the Company’s 2010 Equity and Incentive 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. To the extent a share that is subject to an award granted under the 2010 Equity and Incentive Plan that counted as 1.53 shares against such plan’s share reserve is made available for the award of future grants under the 2019 Equity and Incentive Plan, the share reserve of the 2019 Plan will be credited with 1.53 shares. Otherwise, each share of common stock subject to an award under the Prior Plan that becomes available for grant under the 2019 Plan will increase the 2019 Plan’s share reserve by one share. Under the 2019 Equity and Incentive Plan, any award of restricted stock, RSU, or other stock-based award with a per share price or per unit purchase price lower than 100% of the fair market value per share of common stock on the date of grant shall be counted against share limits as 1.7 shares for each one share of applicable award. The Board may not make new awards under the 2010 Equity and Incentive Plan. |
December 31, | |||||||
2017 | 2016 | ||||||
Audit Fees(1) | $ | 6,112,395 | $ | 4,998,958 | |||
Audit-Related Fees(2) | 275,295 | 248,747 | |||||
Tax Fees(3) | 25,682 | 40,000 | |||||
Total | $ | 6,413,372 | $ | 5,287,705 |
WEX Inc. | |
Attention: Investor Relations — Annual Meeting 97 Darling Avenue South Portland, ME 04106 Email: investors@wexinc.com |
By Order of the Board of Directors, | |
Hilary A. Rapkin | |
CHIEF LEGAL OFFICER | |
(in thousands) | 2017 STIP Compensation Operating Income | 2017 STIP PPG Adjusted Revenue | ||||||
2017 results as reported on a US GAAP Basis | $ | 239,270 | $ | 1,250,548 | ||||
Unrealized gains (losses) on derivative instruments | $ | — | $ | — | ||||
Net foreign currency remeasurement gains | $ | — | $ | — | ||||
Acquisition-related intangible amortization | $ | 153,810 | $ | — | ||||
Other acquisition and divestiture related items | $ | 5,000 | $ | — | ||||
Stock-based compensation | $ | 30,487 | $ | — | ||||
Restructuring and other costs | $ | 11,129 | $ | — | ||||
Impairment charges and asset write-offs | $ | 44,171 | $ | — | ||||
Gain on divestiture | $ | (20,958 | ) | $ | — | |||
Debt restructuring and debt issuance cost amortization | $ | 2,563 | $ | — | ||||
Non-cash adjustments related to tax receivable agreement | $ | — | $ | — | ||||
ANI adjustments attributable to non-controlling interests | $ | — | $ | — | ||||
Tax related items | $ | — | $ | — | ||||
2017 results per adjusted reporting basis | $ | 465,472 | $ | 1,250,548 | ||||
Adjustment to 2017 actual for 2017 budget fuel prices | $ | (5,450 | ) | $ | (6,111 | ) | ||
Adjustment to 2017 actual for 2017 foreign exchange rates | $ | (3,167 | ) | $ | (9,194 | ) | ||
Adjustments for unbudgeted accounting reclassifications and results | $ | (2,797 | ) | $ | (6,828 | ) | ||
Adjusted for compensation attainment purposes | $ | 454,059 | $ | 1,228,415 |
(In thousands) | 2019 STIP Compensation Adjusted Operating Income Reconciliation | 2019 STIP Adjusted Revenue Reconciliation | ||||
2019 results as reported on a US GAAP Basis | $ | 385,841 | $ | 1,723,691 | ||
Acquisition-related intangible amortization | $ | 159,431 | ||||
Other acquisition and divestiture related items | $ | 37,675 | ||||
Debt restructuring | $ | 11,062 | ||||
Stock-based compensation | $ | 47,511 | ||||
Restructuring and other costs | $ | 25,106 | ||||
Impairment charges and asset write-offs | $ | — | ||||
2019 results per adjusted reporting basis; total Company adjusted | $ | 666,626 | $ | 1,723,691 | ||
Adjustment to 2019 actual for 2019 budget fuel prices | $ | (21,760 | ) | $ | (25,916 | ) |
Adjustment to 2019 actual for 2019 foreign exchange rates | $ | 4,977 | $ | 13,084 | ||
Adjustments to normalize acquisition close dates to budget as well as certain other non-recurring costs | $ | (22,094 | ) | $ | (70,059 | ) |
2019 results adjusted for compensation attainment purposes | $ | 627,749 | $ | 1,640,800 |
(in thousands) | 2016 LTIP - EPS | 2017 LTIP - EPS | Total LTIP - EPS | 2016 LTIP - Revenue | 2017 LTIP - Revenue | Total LTIP - Revenue | ||||||||||||||||||
2017 Results as reported on a US GAAP Basis | $ | 1.48 | $ | 3.72 | $ | 5.20 | $ | 1,018,460 | $ | 1,250,548 | $ | 2,269,008 | ||||||||||||
Unrealized gains on derivative instruments | $ | (0.19 | ) | $ | (0.03 | ) | $ | (0.22 | ) | $ | — | $ | — | $ | — | |||||||||
Net foreign currency remeasurement | $ | 0.19 | $ | (0.69 | ) | $ | (0.50 | ) | $ | — | $ | — | $ | — | ||||||||||
Acquisition-related ticking fees | $ | 0.73 | $ | — | $ | 0.73 | $ | — | $ | — | $ | — | ||||||||||||
Acquisition-related intangible amortization | $ | 2.39 | $ | 3.57 | $ | 5.96 | $ | — | $ | — | $ | — | ||||||||||||
Other acquisition and divestiture related items | $ | 0.51 | $ | 0.12 | $ | 0.63 | $ | — | $ | — | $ | — | ||||||||||||
Stock-based compensation | $ | 0.48 | $ | 0.71 | $ | 1.19 | $ | — | $ | — | $ | — | ||||||||||||
Restructuring and other costs | $ | 0.34 | $ | 0.26 | $ | 0.60 | $ | — | $ | — | $ | — | ||||||||||||
Impairment charges and asset write-offs | $ | — | $ | 1.02 | $ | 1.02 | $ | — | $ | — | $ | — | ||||||||||||
Gain on divestiture | $ | — | $ | (0.49 | ) | $ | (0.49 | ) | $ | — | $ | — | $ | — | ||||||||||
Vendor settlement | $ | 0.38 | $ | — | $ | 0.38 | $ | — | $ | — | $ | — | ||||||||||||
Debt restructuring and debt issuance cost amortization | $ | 0.31 | $ | 0.24 | $ | 0.55 | $ | — | $ | — | $ | — | ||||||||||||
Non-cash adjustments related to tax receivable agreement | $ | 0.01 | $ | (0.35 | ) | $ | (0.34 | ) | $ | — | $ | — | $ | — | ||||||||||
ANI adjustments attributable to non-controlling interests | $ | (0.06 | ) | $ | (0.04 | ) | $ | (0.10 | ) | $ | — | $ | — | $ | — | |||||||||
Tax related items | $ | (1.95 | ) | $ | (2.63 | ) | $ | (4.58 | ) | $ | — | $ | — | $ | — | |||||||||
2017 results per adjusted reporting basis | $ | 4.62 | $ | 5.41 | $ | 10.03 | $ | 1,018,460 | $ | 1,250,548 | $ | 2,269,008 | ||||||||||||
Adjustment to 2016 & 2017 actual to remove Fuel Sensitive Revenue | $ | — | $ | — | $ | — | $ | (323,307 | ) | $ | (410,602 | ) | $ | (733,908 | ) | |||||||||
Adjustments for unbudgeted accounting reclassifications | $ | — | $ | 0.19 | $ | 0.19 | $ | — | $ | 30,900 | $ | 30,900 | ||||||||||||
Adjusted for compensation attainment purposes | $ | 4.62 | $ | 5.60 | $ | 10.22 | $ | 695,153 | $ | 870,846 | $ | 1,566,000 |
LTIP Compensation ANI EPS Reconciliation | LTIP Non Fuel Sensitive Revenue | ||||||||||||||||
(In thousands) | 2017 | 2018 | 2019 | Total | 2017 | 2018 | 2019 | Total | |||||||||
2019 results as reported on a US GAAP Basis | 3.71 | 3.86 | 2.26 | 9.83 | 1,248,577 | 1,492,639 | 1,723,691 | 4,464,907 | |||||||||
Unrealized (gains) losses on financial instruments | (0.030) | (0.060) | 0.79 | 0.70 | |||||||||||||
Net foreign currency remeasurement (gain) loss | (0.730) | 0.89 | 0.02 | 0.18 | |||||||||||||
Acquisition-related intangible amortization | 3.57 | 3.17 | 3.64 | 10.38 | |||||||||||||
Other acquisition and divestiture related items | 0.12 | 0.10 | 0.86 | 1.08 | |||||||||||||
Debt restructuring and debt issuance cost amortization | 0.24 | 0.32 | 0.48 | 1.04 | |||||||||||||
Stock-based compensation | 0.71 | 0.81 | 1.09 | 2.61 | |||||||||||||
Restructuring and other costs | 0.26 | 0.31 | 0.57 | 1.14 | |||||||||||||
Gain on divestiture | (0.49) | — | — | (0.49) | |||||||||||||
Impairment charges | 1.02 | 0.13 | — | 1.15 | |||||||||||||
Non-cash adjustments related to tax receivable agreement | (0.35) | 0.02 | (0.02) | (0.35) | |||||||||||||
ANI adjustments attributable to non- controlling interests | (0.04) | (0.03) | 1.21 | 1.14 | |||||||||||||
Tax related items | (2.67) | (1.24) | (1.71) | (5.62) | |||||||||||||
2019 results per adjusted reporting basis; total Company adjusted | 5.32 | 8.28 | 9.20 | 22.80 | 1,248,577 | 1,492,639 | 1,723,691 | 4,464,907 | |||||||||
Adjustment for fuel prices (adjust for PPG impact to late fees which are not remove in the Fuel Sensitive Revenue adjustment below) and foreign exchange rates | — | (0.38) | (0.34) | (0.73) | (8,773 | ) | (23,122 | ) | (9,431 | ) | (41,326 | ) | |||||
Adjustment for 2017 tax reform | — | (1.24) | (1.38) | (2.62) | — | — | — | — | |||||||||
Adjustments for certain non-recurring items, including revenue recognition | — | — | — | — | — | (15,441 | ) | (23,016 | ) | (38,457 | ) | ||||||
Adjustments for Fuel Sensitive Revenue | — | — | — | — | (360,157 | ) | (455,637 | ) | (457,244 | ) | (1,273,038 | ) | |||||
2019 results adjusted for compensation attainment purposes | 5.32 | 6.66 | 7.48 | 19.45 | 879,647 | 998,439 | 1,234,000 | 3,112,086 |
Earnings Attributable to WEX Adjusted Net Income | ||||||||||||
(in thousands) | 2015 | 2016 | 2017 | |||||||||
Results as reported on a US GAAP Basis | $ | 101,904 | $ | 60,637 | $ | 160,266 | ||||||
Unrealized gains (losses) on derivative instruments | $ | 35,962 | $ | (7,901 | ) | $ | (1,314 | ) | ||||
Net foreign currency remeasurement | $ | 5,689 | $ | 7,665 | $ | (29,919 | ) | |||||
Acquisition & divestiture related items | $ | 51,929 | $ | 148,753 | $ | 158,810 | ||||||
Gain on divestiture | $ | (1,215 | ) | $ | — | $ | (20,958 | ) | ||||
Stock-based compensation | $ | 12,420 | $ | 19,742 | $ | 30,487 | ||||||
Restructuring and other costs | $ | 9,010 | $ | 13,995 | $ | 11,129 | ||||||
Impairment charges and asset write-offs | $ | — | $ | — | $ | 44,171 | ||||||
Vendor settlement | $ | — | $ | 15,500 | $ | — | ||||||
Debt restructuring, debt issuance cost amortization, and other debt | $ | 3,097 | $ | 12,673 | $ | 10,519 | ||||||
Non-cash adjustments related to tax receivable agreement | $ | (2,145 | ) | $ | 563 | $ | (15,259 | ) | ||||
Regulatory reserve | $ | 1,750 | $ | — | $ | — | ||||||
ANI adjustments attributable to non-controlling interests | $ | 4,996 | $ | (2,583 | ) | $ | (1,563 | ) | ||||
Tax related items | $ | (32,286 | ) | $ | (79,834 | ) | $ | (113,327 | ) | |||
Results per adjusted reporting basis | $ | 191,111 | $ | 189,210 | $ | 233,042 |
(in thousands) | 2019 | 2018 | 2017 | ||||||
Net income attributable to stockholders | $99,006 | $168,295 | $160,062 | ||||||
Unrealized loss (gain) on financial instruments | 34,654 | (2,579) | (1,314) | ||||||
Net foreign currency remeasurement loss (gain) | 926 | 38,800 | (31,487) | ||||||
Acquisition-related intangible amortization | 159,431 | 138,186 | 153,810 | ||||||
Other acquisition and divestiture related items | 37,675 | 4,143 | 5,000 | ||||||
Gain on divestiture | — | — | (20,958) | ||||||
Stock-based compensation | 47,511 | 35,103 | 30,487 | ||||||
Restructuring and other costs | 25,106 | 13,717 | 11,129 | ||||||
Impairment charges | — | 5,649 | 44,171 | ||||||
Debt restructuring and debt issuance cost amortization | 21,004 | 14,101 | 10,519 | ||||||
Non-cash adjustments related to tax receivable agreement | (932 | ) | 775 | (15,259) | |||||
ANI adjustments attributable to non-controlling interests | 53,035 | (1,370) | (1,563) | ||||||
Tax related items | (74,743 | ) | (53,918) | (115,278) | |||||
Adjusted net income attributable to shareholders | $402,673 | $360,902 | $229,319 |