☐ | | | Preliminary Proxy Statement |
☐ | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material under Rule 14a-12 |
☒ | | | No fee required. |
☐ | | | Fee paid previously with preliminary materials. |
☐ | | | Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and D-11. |
![]() | | | Ronald F. Clarke Chairman & Chief Executive Officer |
![]() | Corpay One. Our small and midsize business Vehicle Payments solution is an all-in-one solution that provides business cards for the owner, fuel cards for the field drivers, and virtual cards for the payment of accounts payable. |
![]() | Comdata Connect Card. Our Corporate Payments solution connects Comdata truck stop fuel discounts, reporting, and a location finder to the customer’s existing business credit card. Trucking customers benefit both from the credit and rewards from their business card, and the fuel discounts and reporting of a truck stop card. |
![]() | Corpay Complete. Our middle market Corporate Payments solution combines everyday business cards and fuel cards, with an AP automation all-in-one platform. |
![]() | CLC Choice. Our newest Lodging Payments solution provides customers more employee-friendly travel options. Travelers can choose from virtually any hotel, any room type, and keep reward points from their favorite hotel brand. |
| Annual Meeting of Shareholders | |
| The Company’s Annual Meeting of Shareholders will be held at 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305 on June 6, 2024 at 10:00 a.m. | |
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| Meeting Date and Time: June 6, 2024 10:00 a.m. Eastern Daylight Time | | | Meeting Place: 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305 | | | Record Date: April 11, 2024 | |
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| ![]() | | | To elect the eleven directors |
| ![]() | | | To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm |
| ![]() | | | To approve, on an advisory basis, named executive officer compensation |
| ![]() | | | To vote on a shareholder proposal regarding an independent Board chair requirement, if properly presented at the meeting |
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| ![]() www.proxyvote.com Use the internet to transmit your voting instruction and for electronic delivery of information | | | ![]() 1-800-690-6903 Use any touch tone telephone to transmit your voting instructions | | | ![]() Mark, sign and date your proxy card and return it in the postage-paid envelope provided with your proxy materials or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 | |
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| Information About Our 2024 Annual Meeting | |
| Date and Time: Thursday, June 6, 2024, at 10:00 a.m. Eastern Daylight Time | |
| Place: Our offices at 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305 | |
| Record Date: April 11, 2024 (71,199,308 common shares and 291,079 unvested restricted shares entitled to vote as of the record date). | |
| Voting: Holders of common shares as of the close of business on April 11, 2024 may vote at the Annual Meeting. One vote per share for each director nominee and each of the other proposals described below. | |
| | | Proposal | | | Board Recommendation | | | For More Information | |
| ![]() | | | To elect the eleven directors | | | FOR each nominee | | | Page 68 |
| ![]() | | | To ratify the reappointment of Ernst & Young LLP as our independent public accounting firm for 2024 | | | FOR | | | Page 68 |
| ![]() | | | To approve, on an advisory basis, named executive officer compensation | | | FOR | | | Page 69 |
| ![]() | | | To vote on a shareholder proposal regarding an independent Board chair requirement, if properly presented at the meeting | | | AGAINST | | | Page 69 |
| | | For complete information regarding our 2024 annual meeting of shareholders, the proposals to be voted on and our performance, please review the entire proxy statement and our 2023 annual report, available at https://investor.corpay.com and proxyvote.com. |
![]() ![]() ![]() ![]() As of December 31, 2023 | | | Corpay, Inc. (“Corpay”) is a leading global provider of corporate payment solutions that enables businesses to control purchases and make payments in a smarter, simpler and better way. We serve businesses, partners, merchants, and consumers in North America, Latin America, Europe, and Asia Pacific. Businesses spend an estimated $135 trillion of non-payroll spend each year with other businesses. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes to both approve, schedule and make payments for their purchases. This often results in wasted time and money due to unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more. Our wide range of modern, payment solutions generally provides control, reporting, and automation benefits superior to many of the payment methods businesses use, such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. In addition to delivering meaningful value to our customers, our solutions also share several attractive business model characteristics such as: ![]() ![]() ![]() ![]() ![]() Our Vision Corpay’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses. Our Mission Corpay’s mission is to Simplify Corporate Payments on all non-payroll expenses. Through the digitalization of payments, we support ecosystems which benefit all participating constituents: payment-making customers, payment-accepting merchants, tax-collecting governments, and Corpay. |
![]() | | | ![]() |
![]() | Code of Business Conduct and Ethics |
![]() | Policy Regarding Interested Party Communications with the Board of Directors |
![]() | Corporate Governance Guidelines |
![]() | Insider Trading Policy |
![]() | Board Committee Charters |
![]() | Broad Director diversity search criteria |
![]() | Declassified Board of Directors |
![]() | Lead Independent Director |
![]() | Majority voting in Director elections |
![]() | Expanded shareholder engagement |
![]() | Proxy access |
![]() | Shareholder right to call special meetings |
![]() | Shareholder right to act by written consent |
![]() | No supermajority shareholder voting |
![]() | Regular review of governance practices |
![]() | Continued the expansion of our environmental, social and governance (ESG) initiatives, including the continued publication of annual Corporate Responsibility and Sustainability report |
![]() | NEO compensation aligned with Company and, as applicable, division performance |
![]() | Base salary levels generally at or below peer median |
![]() | Target annual cash incentives generally at or below peer median |
![]() | Significant portion of NEO compensation generally delivered in the form of equity-based awards |
![]() | Different performance metrics for different compensation components |
![]() | Incentive payouts tied closely to achieving published guidance |
![]() | Significant stock ownership requirements |
![]() | No repricing or cashing out of underwater stock options or stock appreciation rights |
![]() | No hedging or pledging of common shares |
![]() | No excise tax gross-ups |
![]() | No excessive perquisites |
![]() | Maintain a compensation clawback policy |
![]() | Below-market severance policies |
![]() | Shareholder engagement includes nomination and governance committee Chair, additional Board members and management |
![]() | Regular review of compensation programs |
![]() | Utilize an independent compensation consultant |
| What we heard | | | What we have done in response | |
| Interest in the direction of CEO compensation, including metrics used for CEO’s incentive-based compensation | | | CEO Pay Level: CEO pay for 2023 was lower than CEO pay for 2022. Annual Incentive Performance Metrics: Other than in the case of Ms. Vickery (who returned to her former role in early 2023), the great majority of the cash portion of all NEOs’ (including the CEO) targeted annual incentive opportunities were contingent upon the achievement of pre-established financial goals. LTI Performance Linkages: Our CEO did not receive any long-term incentive awards in 2023. Other than in the case of Mr. Netto, the 2023 long-term incentive awards to all of our other NEOs were comprised at least 50% of performance-based long-term incentives (Performance Shares and Performance-Based RSUs). These performance-based long-term incentives were 100% contingent on the achievement of pre-established earnings per share and revenue goals. 48% of Mr. Netto’s 2023 long-term incentive target grant value was comprised of these performance-based awards. | |
| CEO compensation structure should help ensure long-term retention | | | For 2024, we have provided the CEO with long-term incentive awards that have multi-year vesting schedules. | |
| The majority of NEO compensation should be performance-based | | | For 2024, we ensured more than 50% of all NEO long-term compensation in the aggregate is performance-based. As noted above, the majority of most NEOs’ long-term incentive grant value in 2023 was similarly tied to the achievement of performance objectives. | |
| Long-term compensation should have longer measurement periods | | | For 2024, a portion of long-term compensation has a measurement period of three years. | |
| Compensation structures should align with value creation | | | Our long-term incentives are granted 100% in the form of equity-based awards that are settled in the form of shares. In addition, a portion of our NEOs’ targeted annual incentive opportunities are tied to the achievement of preestablished financial metrics that directly contribute to longer-term shareholder value creation. Demonstrating our commitment to aligning NEOs’ incentive earnings with shareholder value creation, in 2023, despite strong annual incentive program formulaic results, the compensation committee used negative discretion to reduce cash payouts under the annual incentive to $0 considering the totality of 2023 performance. | |
| Compensation for NEOs should have a total shareholder return component | | | We continue to believe the performance metrics we have chosen under our annual incentive and long-term incentive arrangements are directly aligned with the creation of shareholder value, and are therefore the most appropriate metrics in the near-term. We have considered the use of relative total shareholder return ("TSR"), but have found that that there are too few companies in our direct operating space that present the opportunity for reliable and statistically relevant comparisons of TSR over a three-year period. We intend to continue to review the possibility of adding relative TSR as a metric in coming years, and are receptive to doing so in the event that reliable comparisons are available. | |
| Disclosure should provide context for why the Company selects particular performance metrics for incentive-based compensation | | | In direct response to shareholder input, we have substantially enhanced our disclosure of our incentive metrics in this year’s Proxy Statement. As noted throughout this Proxy Statement, a portion of our NEOs’ annual incentives and long-term incentives are tied to the achievement of the financial and operating metrics that best align with shareholder value creation. | |
| Core Values ![]() INNOVATION Figure out a better way ![]() COLLABORATION Accomplish more together ![]() EXECUTION Get it done outputs matter ![]() INTEGRITY Do the right thing ![]() PEOPLE We make the difference | | | Culture We strongly believe that commitment to our culture is a strong determinant of the Company’s performance and success. Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions. Despite Corpay’s expansive size and geographic scope, we retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One Corpay” culture. Our core values, listed below, are infused in all aspects of Corpay, and guide our employee selection, behavior and interactions with both internal and external stakeholders. Through our relentless efforts to improve our workplace at Corpay, we have been awarded the 2022 Most Loved Workplace certificate by the Best Practices Institute. Diversity, Equity, Inclusion & Belonging As of December 31, 2023, females represented approximately 52% of our global workforce and approximately 17% of our senior leadership team, while ethnic minorities comprised approximately 36% of our domestic workforce and approximately 17% of our senior leadership team. Our diversity, equity, inclusion and belonging (DEIB) programs foster a culturally diverse and inclusive environment and create a true sense of belonging. Our global diversity council, three regional councils and nine employee resource groups (each, an ERG) are built to bring diversity, equity, inclusion and belonging into all aspects of our global operations. The councils and ERGs are vital to creating an environment where all employees are able to prosper. Our ERGs allow a safe space for traditionally underrepresented employees to connect and discuss experiences. The ERGs also provide Corpay with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented. ![]() |
1. | “Rooney Rule” — We currently utilize the “Rooney Rule” (a diverse candidate slate) for all positions Vice President and above. |
2. | Behavior Based Interviewing (BBI) — We require hiring managers to participate in BBI training which helps provide an unbiased view of the candidate’s experience and skill set. |
| ![]() | | | Motion sensor-controlled lighting — Can reduce energy lighting consumption by up to 63% |
| ![]() | | | LED lighting — Uses 75% less energy and last 25 times longer than incandescent lighting |
| ![]() | | | Time-controlled air conditioning — Can save up to 10% energy costs per year |
| ![]() | | | Video & telephone conferencing to reduce meeting-related travel |
| ![]() | | | Printing defaulted to double-sided |
| ![]() | | | Recycling |
| ![]() | | | Reusable cups and water bottles |
| ![]() | | | Proper disposal of hazardous waste, such as ink cartridges, batteries, and light bulbs |
| ![]() | | | DocuSign/e-Docs to limit paper usage |
| ![]() | | | Datacenter initiatives — consolidate and streamline data center footprints |
| ![]() | | | Cloud computing — transform to virtual environments |
| ![]() | | | Shared environmental commitment with vendors — leverage spend to align green commitments |
| DIRECTOR EXPERIENCE | | ||||||
| ![]() | | | Payments, financial services and fintech | | | 10 of 11 | |
| Informed about industry | | ||||||
| ![]() | | | Finance & accounting | | | 8 of 11 | |
| Understands the financial complexities of our business | | ||||||
| ![]() | | | Accomplished operating executives | | | 6 of 11 | |
| Have successfully led companies, functions, or entire enterprises | | ||||||
| ![]() | | | Technology & innovation | | | 10 of 11 | |
| Equipped to respond to rapidly changing technology | | ||||||
| ![]() | | | Cyber & information security | | | 7 of 11 | |
| Committed to maintaining customers’ trust | | ||||||
| ![]() | | | Global business | | | 9 of 11 | |
| Able to navigate the global opportunities of our business | | ||||||
| ![]() | | | Business development & strategy | | | 10 of 11 | |
| Able to assess our portfolio and mergers and acquisitions | | ||||||
| ![]() | | | Other public company leadership or board service | | | 9 of 11 | |
| Experienced in large-scale strategy and operations | |
![]() Age: 62 Director Since: 2023 | | | Annabelle Bexiga | | | ![]() |
| Featured experience, qualifications and attributes: Prior Chief Information Officer positions at AIG (NYSE: AIG), a multinational finance and insurance corporation, from 2015 to 2017, TIAA, a Fortune 100 financial services organization, from 2010 to 2015, Bain Capital, and JP Morgan Chase Other board experience (current): StoneX Group Inc. and Quantexa Ltd. Provides: Substantial expertise in technology and cybersecurity |
![]() Age: 68 Director Since: 2000 | | | Ronald F. Clarke | | | ![]() |
| Featured experience, qualifications and attributes: Company CEO since August 2000; prior President & COO of AHL Services, Inc. a staffing firm; Chief Marketing Officer and Division President of Automatic Data Processing, human resources and payroll services company; Principal with Booz Allen Hamilton, a global management firm; Marketing Manager of General Electric Company Other board experience (current): Dayforce, Inc. (NYSE: DAY) Provides: Deep knowledge of our Company and industry through his service as our Chief Executive Officer |
![]() Age: 80 Director Since: 2014 | | | Joseph W. Farrelly | | | ![]() |
| Featured experience, qualifications and attributes: Senior Vice President, Chief Information Officer of Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services, from 2006 through March 2015; prior Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Nabisco Other board experience (prior): Helium, GridApps and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries, and NetNumber Inc. Provides: Substantial experience and knowledge regarding information technology and security; experience in advertising and marketing |
![]() Age: 64 Director Since: 2023 | | | Rahul Gupta | | | ![]() |
| Featured experience, qualifications and attributes: Prior executive positions as CEO of RevSpring, a healthcare billing and payments company from 2017 to 2019; as Group President for Fiserv (NASDAQ: FISV) from 2006 to 2017 and as President for eFunds (NYSE: EFD) from 2002 to 2006. In addition, Mr. Gupta has launched several startup companies in the payments and marketing spaces, built technology businesses for Fidelity Investments, and served numerous consulting clients for PricewaterhouseCoopers (PwC) Other board experience (current): Mitek (NASDAQ: MITK), SavvyMoney, Amount. Inc., Exact Payments and Capital Good Fund Other board experience (prior): Cardtronics plc (formerly NASDAQ: CATM) from 2020 to 2021; Paylease, LLC from 2019 to 2021 and Ncontracts from 2018 to 2020 Provides: Over 37 years of experience in the financial services and payments industries and significant experience in fintech venture and private equity |
![]() Age: 61 Director Since: 2014 | | | Thomas M. Hagerty | | | ![]() |
| Featured experience, qualifications and attributes: Managing Director of Thomas H. Lee Partners, L.P., a leading private equity firm, since 1994 Other board experience (current): Dayforce, Inc. (NYSE: DAY), Fidelity National Financial, Inc. (NYSE: FNF), and Dun & Bradstreet Holdings, Inc. (NYSE:DNB) Provides: Managerial and strategic expertise developed by working with and enhancing value at large, growth-oriented companies; expertise in corporate finance; substantial public company board experience |
![]() Age: 52 Director Since: 2020 | | | Archie L. Jones, Jr. | | | ![]() |
| Featured experience, qualifications and attributes: Managing Director of Six Pillars Partners, a private equity firm investing in high-growth companies, and a Professor at Harvard Business School; prior executive positions at private equity, public and private companies including NOWaccount Network Corporation, IBM, Kenexa (NYSE: KNXA) and Parthenon Capital; Certified Public Accountant and graduate of Morehouse College and Harvard Business School Other board experience (current): Project Evident Provides: Deep investment and mergers and acquisitions expertise in the financial institutions industry |
![]() Age: 72 Director Since: 2010 | | | Richard Macchia | | | ![]() |
| Featured experience, qualifications and attributes: Chief Financial Officer and Senior Vice President of Administration for Internet Security Systems, Inc., an information security provider, from 1997 through October 2006, when it was acquired by International Business Machines Corporation; senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation, a financial information services company, and First Financial Management Corporation, a company providing credit card authorization, processing and settlement services and other enterprise solutions; Partner in the audit and assurance practice of KPMG Provides: Over 20 years of experience in the financial and information services industry and significant audit and accounting background |
![]() Age: 68 Director Since: 2017 | | | Hala G. Moddelmog | | | ![]() |
| Featured experience, qualifications and attributes: President & CEO of the Woodruff Arts Center, which enriches the lives of more than 800,000 patrons annually, including more than 170,000 students and teachers, making the Woodruff Arts Center the largest arts educator in the state of Georgia; prior President & CEO of the Metro Atlanta Chamber of Commerce; prior President of Arby’s Restaurant Group, Inc., a division of Wendy’s/Arby’s Group, Inc. (NYSE: WEN); prior President & CEO of Susan G. Komen for the Cure, the world’s largest breast cancer organization; CEO of Catalytic Ventures, LLC, a business that evaluated investment opportunities in foodservice, franchising and multi-unit retail; and prior President of Church’s Chicken Other board experience (current): Lamb Weston Holdings, Inc. (NYSE: LW) Other board experience (prior): Amerigroup Corporation (NYSE: AGP) from 2009 to 2012; AMN Healthcare Services, Inc. (NYSE: AHS) from 2008 to 2010 and a number of non-profit boards of directors Provides: Over 20 years leading and enhancing value at high-growth companies including through M&A; expertise in marketing; experience as an executive of large public companies; community ties and extensive board experience |
![]() Age: 56 Director Since: 2013 | | | Jeffrey S. Sloan | | | ![]() |
| Featured experience, qualifications and attributes: former CEO of Global Payments Inc, a leading international payments technology company, from 2013 through 2023; prior executive positions with Goldman, Sachs & Co., including as partner and worldwide head of its financial technology group Other board experience (recent): Metro Atlanta Chamber of Commerce, Executive Committee; Atlanta Committee for Progress Provides: Over 30 years of experience in the financial services, financial technology and payments industries; extensive experience in private equity and venture capital investing; and financial acumen and experience as a public company executive for over 14 years |
![]() Lead Independent Director Age: 65 Director Since: 2000 | | | Steven T. Stull | | | ![]() |
| Featured experience, qualifications and attributes: CEO and Co-Founder of Advantage Capital Partners, a private equity firm, overseeing investments in the technology, financial and information services industries, since 1992; prior Investment executive with a large insurance company; Chief Financial Officer of an information services company and other career experience in financial institutions Provides: Deep experience in investments and the financial services business |
![]() Age: 66 Director Since: 2023 | | | Gerald Throop | | | ![]() |
| Featured experience and qualifications: former Head of Global Equities at the National Bank of Canada; prior Head of Canadian Equities at Merrill Lynch; previously CFO for two Canadian public telecommunications companies; Throop earned his Canadian CPA while serving with a predecessor of KPMG Other board experience (current): Lead Independent Director for Dayforce, Inc. (NYSE: DAY) Provides: Over 30 years of experience in the financial and banking industry and significant audit and accounting background |
| | | Audit | | | Compensation | | | Nomination & Governance | | | Executive & Acquisitions | | | Information Technology & Security | | |
| Annabelle Bexiga | | | — | | | C | | | — | | | — | | | M | |
| Ronald F. Clarke | | | — | | | — | | | — | | | C | | | — | |
| Joseph W. Farrelly | | | — | | | M | | | — | | | — | | | C | |
| Rahul Gupta | | | — | | | — | | | M | | | — | | | — | |
| Thomas M. Hagerty | | | — | | | M | | | — | | | M | | | — | |
| Archie L. Jones, Jr. | | | M | | | — | | | M | | | M | | | — | |
| Richard Macchia | | | C, F | | | — | | | — | | | — | | | M | |
| Hala G. Moddelmog | | | — | | | M | | | C | | | — | | | — | |
| Jeffrey S. Sloan | | | — | | | — | | | — | | | M | | | M | |
| Steven T. Stull | | | — | | | M | | | M | | | — | | | — | |
| Gerald Throop | | | M, F | | | — | | | — | | | — | | | — | |
C = Chair | | | M = Member | | | F = Financial Expert |
![]() | appointing and overseeing independence of and all other aspects of our relationship with our independent registered accountants |
![]() | reviewing and monitoring our accounting principles and policies, and our financial and accounting controls and compliance with regulatory requirements |
![]() | overseeing the financial reporting process and reviewing our interim and annual financial statements |
![]() | establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters |
![]() | approving all audit and permissible non-audit services to be performed by our independent accountants |
![]() | reviewing and approving related-party transactions |
![]() | annually reviewing and approving the goals, objectives and specific levels of our executive compensation programs |
![]() | reviewing and approving employment, severance and change in control arrangements |
![]() | administering our executive incentive plans |
![]() | reviewing and approving policies related to executive compensation, including stock ownership guidelines, clawback policy and hedging/pledging policy |
![]() | selecting our independent compensation consultant |
![]() | overseeing succession planning |
![]() | developing and recommending criteria for selecting new directors |
![]() | evaluating individuals and qualifications to become directors |
![]() | recommending nominees for committees of the Board |
![]() | assisting the Board with matters concerning corporate governance practices |
![]() | overseeing ESG initiatives and considerations |
![]() | understanding the security controls and assessments conducted on our major payment platforms and comparing same to industry best practices |
![]() | evaluating strategies to protect our intellectual property |
![]() | assessing opportunities to update our processing platform strategies to ensure the long term effective and efficient use of our resources |
![]() | reviewing progress on significant IT security and cybersecurity projects and evaluating effectiveness of projects |
![]() | overseeing our disaster recovery and business continuity plans |
![]() | The audit committee is responsible for reviewing and approving the annual internal audit plan, our major financial and compliance risk exposures, steps taken to monitor and control such exposures, risk management and risk assessment policies, significant findings and recommendations and management’s responses. In addition, our internal audit function routinely performs audits on various aspects of operational risks and reports the results quarterly. |
![]() | The compensation committee considers risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally. |
![]() | The nomination and governance committee is responsible for succession planning, governance structure and processes, ESG initiatives and considerations, legal and policy matters with potential significant reputational impact and shareholder concerns. |
![]() | The information technology and security committee focuses on risks associated with information technology |
| Name | | | Fees Earned or Paid in Cash ($) | | | Stock Awards ($)(6) | | | Option Awards ($)(7) | | | Total ($) | |
| Annabelle Bexiga(1) | | | — | | | $500,023 | | | — | | | $500,023 | |
| Michael Buckman(2) | | | — | | | $300,014 | | | — | | | $300,014 | |
| Joseph W. Farrelly | | | $75,000 | | | $300,014 | | | — | | | $375,014 | |
| Rahul Gupta(3) | | | — | | | $450,016 | | | — | | | $450,016 | |
| Thomas M. Hagerty | | | $75,000 | | | $300,014 | | | — | | | $375,014 | |
| Mark A. Johnson(4) | | | — | | | — | | | — | | | — | |
| Archie L. Jones, Jr. | | | — | | | $300,014 | | | — | | | $300,014 | |
| Richard Macchia | | | $75,000 | | | $300,014 | | | — | | | $375,014 | |
| Hala G. Moddelmog | | | $75,000 | | | $300,014 | | | — | | | $375,014 | |
| Jeffrey S. Sloan | | | — | | | $300,014 | | | — | | | $300,014 | |
| Steven T. Stull | | | $75,000 | | | — | | | $300,006 | | | $375,006 | |
| Gerald C. Throop(5) | | | — | | | $350,007 | | | — | | | $350,007 | |
![]() | the method for interested parties to communicate directly with the presiding director or with the independent directors as a group |
![]() | the identity of any member of our audit committee who also serves on the audit committees of more than three public companies and a determination by our Board that such simultaneous service will not impair the ability of such member to effectively serve on our audit committee |
![]() | contributions by us to a tax exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues |
| Name and Address(1) | | | Common Shares Beneficially Owned(2) | | | Right to Acquire(3) | | | Total(4) | | | Percent(4) of Outstanding Shares(5) | |
| The Vanguard Group(6) 100 Vanguard Boulevard Malvern, PA 19355 | | | 7,867,186 | | | — | | | 7,867,186 | | | 10.95% | |
| Blackrock, Inc.(7) 55 East 52nd Street New York, NY 10055 | | | 5,012,282 | | | — | | | 5,012,282 | | | 6.98% | |
| Orbis Investments(8) Orbis House, 25 Front Street, Hamilton, Bermuda HM11 | | | 4,942,982 | | | — | | | 4,942,982 | | | 6.88% | |
| Wellington Management Company LLP(9) 280 Congress Street Boston, MA 02210 | | | 4,683,613 | | | — | | | 4,683,613 | | | 6.52% | |
| T. Rowe Price Associates, Inc.(10) 100 E. Pratt Street Baltimore, MD 21202 | | | 4,219,826 | | | — | | | 4,219,826 | | | 5.87% | |
| JPMORGAN CHASE & CO.(11) 383 Madison Avenue New York, NY 10179 | | | 3,831,619 | | | — | | | 3,831,619 | | | 5.33% | |
| Directors and NEOs: | | | | | | | | | | | |||
| Ronald F. Clarke(12) | | | 1,980,695 | | | 2,125,000 | | | 4,105,695 | | | 5.6% | |
| Tom Panther(13) | | | 5,193 | | | — | | | 5,193 | | | * | |
| Alissa B. Vickery(14) | | | 3,717 | | | 29,994 | | | 33,711 | | | * | |
| Alan King(15) | | | 17,711 | | | 89,820 | | | 107,531 | | | * | |
| Armando L. Netto(16) | | | 31,783 | | | 174,308 | | | 206,091 | | | * | |
| Annabelle Bexiga(17) | | | 3,061 | | | — | | | 3,061 | | | * | |
| Joseph W. Farrelly(18) | | | 16,730 | | | — | | | 16,730 | | | * | |
| Rahul Gupta(19) | | | 2,528 | | | — | | | 2,528 | | | * | |
| Thomas M. Hagerty(20) | | | 9,519 | | | — | | | 9,519 | | | * | |
| Name and Address(1) | | | Common Shares Beneficially Owned(2) | | | Right to Acquire(3) | | | Total(4) | | | Percent(4) of Outstanding Shares(5) | |
| Archie L. Jones, Jr.(21) | | | 3,665 | | | — | | | 3,665 | | | * | |
| Richard Macchia(22) | | | 14,943 | | | — | | | 14,943 | | | * | |
| Hala G. Moddelmog(23) | | | 7,335 | | | — | | | 7,335 | | | * | |
| Jeffrey S. Sloan(24) | | | 15,278 | | | — | | | 15,278 | | | * | |
| Steven T. Stull(25) | | | 27,488 | | | 9,449 | | | 36,937 | | | * | |
| Gerald Throop(26) | | | 676 | | | — | | | 676 | | | * | |
| Directors and executive officers as a group (15 Persons) | | | 2,140,322 | | | 2,428,571 | | | 4,568,893 | | | 6.1% | |
| Name | | | Position | |
| Ronald F. Clarke | | | Chief Executive Officer and Chairman of the Board | |
| Tom Panther | | | Chief Financial Officer(1) | |
| Alissa B. Vickery | | | Chief Accounting Officer and Former Interim Chief Financial Officer(2) | |
| Armando L. Netto | | | Group President, Vehicle Payments in Brazil and North America(3) | |
| Alan King | | | Group President, Vehicle Payments in Europe and Australia(3) | |
![]() | Record highs of revenue of $3.8 billion, up 10%, and Adjusted EPS of $16.92, up 5%* |
![]() | Organic revenue growth for 2023 was up 10%, the 3rd consecutive year of at least 10% growth* |
![]() | 2023 sales were up 20%* |
![]() | $1.6 billion of capital deployed for acquisitions, stock buybacks and debt paydown |
![]() | In Vehicle Payments, we purchased a global parking company as we build out our new consumer vehicle opportunity |
![]() | In Corporate Payments, we launched a new all-in-one payments platform and further scaled our cross-border footprint globally |
![]() | In Lodging Payments, we introduced a new employee friendly solution |
| What we heard | | | What we have done in response | |
| Interest in the direction of CEO compensation, including metrics used for CEO’s incentive-based compensation | | | CEO Pay Level: CEO pay for 2023 was lower than CEO pay for 2022, which in turn, was substantially lower than CEO pay in 2021. Annual Incentive Performance Metrics: Other than in the case of Ms. Vickery (who returned to her former role in early 2023), the great majority of the cash portion of all NEOs’ (including the CEO) targeted annual incentive opportunities were contingent upon the achievement of pre-established financial goals. LTI Performance Linkages: Our CEO did not receive any long-term incentive awards in 2023. Other than in the case of Mr. Netto, the 2023 long-term incentive awards to all of our other NEOs were comprised at least 50% of performance-based long-term incentives (Performance Shares and Performance-Based RSUs). These performance-based long-term incentives were 100% contingent on the achievement of pre-established earnings per share and revenue goals. 48% of Mr. Netto’s 2023 long-term incentive target grant value was comprised of these performance-based awards. | |
| CEO compensation structure should help ensure long-term retention | | | For 2024, we have provided the CEO with long-term incentive awards that have multi-year vesting schedules. | |
| The majority of NEO compensation should be performance-based | | | For 2024, we ensured more than 50% of all NEO long-term compensation in the aggregate is performance-based. As noted above, the majority of most NEOs’ long-term incentive grant value in 2023 was similarly tied to the achievement of performance objectives. | |
| Long-term compensation should have longer measurement periods | | | For 2024, a portion of long-term compensation has a measurement period of three years. | |
| Compensation structures should align with value creation | | | Our long-term incentives are granted 100% in the form of equity-based awards that are settled in the form of shares. In addition, a portion of our NEOs’ targeted annual incentive opportunities are tied to the achievement of preestablished financial metrics that directly contribute to longer-term shareholder value creation. Demonstrating our commitment to aligning NEOs’ incentive earnings with shareholder value creation, in 2023, despite strong annual incentive program formulaic results, the compensation committee used negative discretion to reduce cash payouts under the annual incentive to $0 considering the totality of 2023 performance. | |
| Compensation for NEOs should have a total shareholder return component | | | We continue to believe the performance metrics we have chosen under our annual incentive and long-term incentive arrangements are directly aligned with the creation of shareholder value, and are therefore the most appropriate metrics in the near-term. We have considered the use of relative total shareholder return (“TSR”), but have found that that there are too few companies in our direct operating space that present the opportunity for reliable and statistically relevant comparisons of TSR over a three-year period. We intend to continue to review the possibility of adding relative TSR as a metric in coming years, and are receptive to doing so in the event that reliable comparisons are available. | |
| Disclosure should provide context for why the Company selects particular performance metrics for incentive-based compensation | | | In direct response to shareholder input, we have substantially enhanced our disclosure of our incentive metrics in this year’s Proxy Statement. As noted throughout this Proxy Statement, a portion of our NEOs’ annual incentives and long-term incentives are tied to the achievement of the financial and operating metrics that best align with shareholder value creation. | |
![]() | In 2019, 25,000 performance shares with a grant date fair value of $9,473,750; and |
![]() | In 2021, 850,000 performance-based stock options with stock price hurdles of $350 and $400, with a grant date fair value of $55,556,000. |
![]() | The 25,000 performance shares from 2019 have been forfeited; and |
![]() | Neither stock price hurdle has been met for the award of 850,000 performance stock options from 2021, so no portion of the award has vested. |
| Fiscal Year | | | Award Type | | | Target Award | | | Grant Date Fair Value Reported in Summary Compensation Table | | | Realized Value as of April 11, 2024 | | | Adjusted EPS | |
| 2019 | | | Performance Shares | | | 25,000 | | | $9,473,750 | | | $0 | | | $11.79 | |
| 2020 | | | NONE | | | — | | | — | | | — | | | $11.09 | |
| 2021 | | | Performance Stock Options | | | 850,000 | | | $55,556,000 | | | $0 | | | $13.21 | |
| 2022 | | | NONE | | | — | | | — | | | — | | | $16.10 | |
| 2023 | | | NONE | | | — | | | — | | | — | | | $16.92 | |
| Total for 5-Year Period, as of April 11, 2024: | | | $65,029,750 | | | $0 | | | |
![]() | NEO compensation aligned with Company and, as applicable, division performance |
![]() | Base salary levels generally at or below peer median |
![]() | Target annual incentives generally at or below peer median |
![]() | Significant portion of NEO compensation generally delivered in the form of equity-based awards |
![]() | Different performance metrics for different compensation components |
![]() | Incentive payouts tied closely to achieving published guidance |
![]() | Significant stock ownership requirements |
![]() | No repricing or cashing out of underwater stock options or stock appreciation rights |
![]() | No hedging or pledging of common shares |
![]() | No excise tax gross-ups |
![]() | No excessive perquisites |
![]() | Maintain compensation clawback policies |
![]() | Below-market severance policies |
![]() | Shareholder engagement includes governance committee Chair, additional Board members and management |
![]() | Regular review of compensation programs |
![]() | Utilize an independent compensation consultant |
| Things We Do | | | Things We Do Not Do | |
| √ NEO incentive pay is tied to multiple financial performance conditions, and equity-based incentives are denominated in common shares √ Significant portion of target total compensation is delivered in the form of equity awards, which is directly aligned with shareholder value creation √ Significant portion of NEO pay is tied to performance objectives that align with our business strategy √ Compensation committee reserves discretion to reduce incentive award payouts in light of overall Company performance, and exercised such discretion in 2023, reducing formulaic cash payments with respect to annual incentive awards to $0 √ Annual equity run rate and overhang are consistent with typical practices among similarly situated companies √ NEO incentives are tied to Company-wide initiatives and/or division objectives within such NEOs’ control √ Severance benefit levels for executives are below general market practices √ We monitor and build risk-mitigation features into our compensation programs | | | X Directors and executives are prohibited from hedging or pledging common shares X No repricing or cashing-out of underwater stock options or stock appreciation rights X No excise tax gross-ups X No current payment of dividends on unvested equity awards X No excessive perquisites | |
| What We Pay | | | Why We Pay It | | | Key Features | |
| Base Salary | | | Attract and retain high-performing executives by providing a secure and appropriate level of base pay | | | ![]() | |
| Annual Incentive | | | Encourage and reward accomplishment of annual operating plan and individual objectives | | | ![]() ![]() | |
| Equity-Based Awards | | | Motivate performance and align a significant portion of NEO compensation with our ongoing success and with shareholder returns | | | ![]() ![]() ![]() | |
| Employee Benefits and Perquisites | | | Attract and retain executive talent | | | ![]() ![]() ![]() | |
| Named Executive Officer | | | 2022 Base Salary Rate | | | 2023 Base Salary Rate | | | % Increase | |
| Ronald F. Clarke | | | $1,200,000 | | | $1,200,000 | | | 0% | |
| Tom Panther(1) | | | — | | | $400,000 | | | — | |
| Alissa B. Vickery | | | $250,000 | | | $300,000 | | | 20% | |
| Armando L. Netto(2) | | | $503,091 | | | $503,091 | | | 0% | |
| Alan King(2) | | | $450,000 | | | $450,000 | | | 0% | |
| Named Executive Officer | | | Total Annual Incentive Target (as % of Base Salary) | | | Total Target Annual Incentive Award ($) | | | Targeted Value of Restricted Stock ($)(1) | | | Number of Shares of Restricted Stock Granted (#) | |
| Ronald F. Clarke | | | 150% | | | $1,800,000 | | | $1,440,000 | | | 6,745 | |
| Tom Panther(2) | | | 75% | | | $225,000 | | | $180,000 | | | 870 | |
| Alissa B. Vickery | | | 30% | | | $90,000 | | | $60,000 | | | 282 | |
| Armando L. Netto(3) | | | 75% | | | $377,319 | | | $290,883 | | | 1,362 | |
| Alan King | | | 75% | | | $337,500 | | | $270,000 | | | 1,265 | |
| Pay Element | | | Performance Metric(s) | | | Rationale and Key Features | |
| | | GAAP Revenue, as Adjusted (25% weight) | | | Revenue growth is critically important to our success given the operating leverage in our business | | |
| Cash Portion of Annual Incentive | | | Adjusted EPS-COMP (50% weight) | | | Earnings per share performance aligns with shareholder objectives | |
| | | M&A and Other Transactions (25% weight) | | | We expect M&A and other transactions to continue to contribute to growth | |
| | | | | | | GOALS ($ values in millions, except per share values) | | | 2023 Achieve- ment ($ values in millions, except per share values) | | | % of Target Earned | | |||||||||||||||
| Performance Metric | | | Weighting | | | Target ($ values in millions, except per share values) | | | Thres- hold (50%) | | | Below Target (75%) | | | Target (100%) | | | Above Target (150%) | | | Maximum (200%) | | ||||||
| GAAP Revenue, as adjusted(1) | | | 25% | | | $3,792.4 | | | $3,716.6 | | | $3,754.5 | | | $3,792.4 | | | $3,830.3 | | | $3,868.2 | | | $3,771.4 | | | 75% | |
| Adjusted EPS-COMP | | | 50% | | | $16.66 | | | $16.33 | | | $16.49 | | | $16.66 | | | $16.83 | | | $16.99 | | | $17.18 | | | 200% | |
| M&A(2) | | | 25% | | | $750 | | | Pays at 0.06% of total transaction value up to maximum payout of $900,000 | | | $969.7 | | | 120% | |
| | | | | | | | | | | | | Target payout | | | $1,800,000 | | ||||||||||||
| | | | | | | | | | | | | Formulaic Total Payout % | | | 149% | | ||||||||||||
| | | | | | | | | | | | | Formulaic Initial Calculated Payout | | | $2,677,500 | | ||||||||||||
| | | | | | | | | | | | | Less Target RSU value | | | $1,440,000 | | ||||||||||||
| | | | | | | | | | | | | Formulaic Cash Payout | | | $1,237,500 | | ||||||||||||
| | | | | | | | | | | | | Actual Cash Payout | | | $0 | |
| | | | | | | GOALS ($ values in millions) | | | 2023 Achievement ($ values in millions) | | | % of Target Earned | | |||||||||||||||||||||
| Performance Metric | | | Weighting | | | Target ($ values in millions) | | | Threshold (50%) | | | Below Target (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (115%) | | | Above Target (125%) | | | Maximum (150%) | | ||||||
| GAAP Revenue, as adjusted(1) | | | 50% | | | $3,792.4 | | | $3,678.6 | | | $3,716.6 | | | $3,754.5 | | | $3,792.4 | | | $3,830.3 | | | $3,868.2 | | | $3,906.2 | | | $3,771.4 | | | 85% | |
| Stock Price Growth vs. S&P 500(2) | | | 30% | | | ≥5% | | | ≥2.5% | | | - | | | - | | | ≥5% | | | - | | | - | | | ≥7.5% | | | 20.7% | | | 150% | |
| Quarterly Expenses(1)(3) | | | 20% | | | At or below plan in every quarter | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | Achieved | | | 100% | |
| | | | | | | | | | | | | Target Payout | | | $225,000 | | ||||||||||||||||||
| | | | | | | | | | | | | Formulaic Total Payout % | | | 108% | | ||||||||||||||||||
| | | | | | | | | | | | | Formulaic Initial Calculated Payout | | | $241,875 | | ||||||||||||||||||
| | | | | | | | | | | | | Less Target RSU value | | | $180,000 | | ||||||||||||||||||
| | | | | | | | | | | | | Formulaic Cash Payout | | | $61,875 | | ||||||||||||||||||
| | | | | | | | | | | | | Actual Cash Payout | | | $0 | |
| | | | | | | GOALS | | | | | | |||||||||||
| Performance Metric | | | Weighting | | | Target | | | Threshold (50%) | | | Target (100%) | | | Maximum (125%) | | | 2023 Achievement | | | % of Target Earned | |
| Quarterly Expenses(1) | | | 20% | | | At or below plan in every quarter | | | - | | | - | | | - | | | Not achieved | | | 0% | |
| Strategic Initiatives(2) | | | 80% | | | Achieve 2 goals | | | Achieve 1 goal | | | Achieve 2 goals | | | Achieve 3 goals | | | Achieved 3 goals | | | 125% | |
| | | | | | | | | Target Payout | | | $90,000 | | ||||||||||
| | | | | | | | | Formulaic Total Payout % | | | 100% | | ||||||||||
| | | | | | | | | Formulaic Initial Calculated Payout | | | $90,000 | | ||||||||||
| | | | | | | | | Less Target RSU value | | | $60,000 | | ||||||||||
| | | | | | | | | Formulaic Cash Payout | | | $30,000 | | ||||||||||
| | | | | | | | | Actual Cash Payout | | | $0 | |
| | | | | | | GOALS ($ values in millions) | | | | | | |||||||||||||||||||||||
| Performance Metric | | | Weighting | | | Target ($ values in millions) | | | Threshold (50%) | | | Below Target (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (125%) | | | Below Maximum (135%) | | | Maximum (150%) | | | 2023 Achievement ($ values in millions) | | | % of Target Earned | |
| Brazil Sales(1) | | | 30% | | | $161.0(4) | | | $144.9 | | | $153.0 | | | $156.2 | | | $161.0 | | | $169.0 | | | $172.3 | | | $177.1 | | | $170.7 | | | 130% | |
| Revenue Initiatives(1) | | | 20% | | | At or above plan in each quarter | | | ≥98% | | | ≥99% | | | - | | | ≥100% | | | ≥101% | | | - | | | ≥102% | | | Achieved all 4 quarters | | | 150% | |
| Expenses(1)(2) | | | 20% | | | At or below plan in every quarter | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | Achieved | | | 100% | |
| Growth Initiatives(3) | | | 30% | | | Achieve 2 goals | | | Achieve 1 goal | | | N/A | | | N/A | | | Achieve 2 goals | | | N/A | | | N/A | | | Achieve 3 goals | | | Achieved 1 goal | | | 50% | |
| | | | | | | | | | | | | | | | | Target payout | | | $377,316(4) | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Total Payout % | | | 104% | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Initial Calculated Payout | | | $392,408(4) | | ||||||||||||||
| | | | | | | | | | | | | | | | | Less Target RSU value | | | $290,883(4) | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Cash Payout | | | $101,525 | | ||||||||||||||
| | | | | | | | | | | | | | | | | Actual Cash Payout | | | $0 | |
| | | | | | | GOALS ($ values in millions) | | | | | | |||||||||||||||||||||||
| Performance Metric | | | Weighting | | | Target ($ values in millions) | | | Threshold (50%) | | | Below Target (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (125%) | | | Below Maximum (135%) | | | Maximum (150%) | | | 2023 Achievement ($ values in millions) | | | % of Target Earned | |
| Global Fleet Sales(1) | | | 30% | | | $168.7 | | | $151.8 | | | $160.3 | | | $163.6 | | | $168.7 | | | $177.1 | | | $180.5 | | | $185.6 | | | $153.5 | | | 50% | |
| Revenue Initiatives(1)(2) | | | 20% | | | At plan for each quarter | | | ≥98% | | | ≥99% | | | - | | | ≥100% | | | ≥101% | | | - | | | ≥102% | | | Achieved in 2 of 4 quarters | | | 75% | |
| Expenses(1)(3) | | | 20% | | | At or below plan in every quarter | | | - | | | - | | | - | | | - | | | - | | | - | | | - | | | Achieved | | | 100% | |
| Growth Initiatives(4) | | | 30% | | | Achieve 2 goals | | | Achieve 1 goal | | | N/A | | | N/A | | | Achieve 2 goals | | | N/A | | | N/A | | | Achieve 3 or more goals | | | Achieved 1 goal | | | 50% | |
| | | | | | | | | | | | | | | | | Target payout | | | $337,500 | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Total Payout % | | | 67% | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Initial Calculated Payout | | | $224,438 | | ||||||||||||||
| | | | | | | | | | | | | | | | | Less Target RSU value | | | $270,000 | | ||||||||||||||
| | | | | | | | | | | | | | | | | Formulaic Cash Payout | | | $0 | | ||||||||||||||
| | | | | | | | | | | | | | | | | Actual Cash Payout | | | $0 | |
| Named Executive Officer | | | Performance Shares (Target $ Value) | | | Total Perfor- mance Shares (#) | | | Performance- Based RSUs (Target $ Value) | | | Total Target Performance- Based RSUs (#) | | | Special Restricted Stock Awards (Target $ Value) | | | Special Restricted Stock Awards (#) | | | Stock Options (Target $ Value) | | | Stock Options (# ) | |
| Tom Panther | | | $300,000 | | | 1,449 | | | $900,000 | | | 4,346 | | | — | | | — | | | $1,200,000 | | | 17,002 | |
| Alissa B. Vickery | | | $250,000 | | | 1,171 | | | — | | | — | | | $124,000 | | | 582 | | | — | | | — | |
| Armando L. Netto | | | $426,000 | | | 1,996 | | | $1,278,000 | | | 5,988 | | | $615,000 | | | 3,071 | | | $1,200,000 | | | 17,679 | |
| Alan King | | | $426,000 | | | 1,996 | | | $1,278,000 | | | 5,988 | | | $327,000 | | | 1,636 | | | $1,200,000 | | | 17,679 | |
| Below Threshold (0%) | | | Threshold (50%) | | | Above Threshold (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (115%) | | | Below Maximum (125%) | | | Maximum (150%) | | | Achievement | | | Payout % | | | # of Performance Based RSUs Earned | |
| <$3,678.6 | | | $3,678.6 | | | $3,716.6 | | | $3,754.5 | | | $3,792.4 | | | $3,830.3 | | | $3,868.2 | | | $3,906.2 | | | $3,771.4 | | | 85% | | | 3,695 | |
| Below Threshold (0%) | | | Threshold (50%) | | | Above Threshold (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (115%) | | | Below Maximum (125%) | | | Maximum (150%) | | | Achievement | | | Payout % | | | # of Performance Based RSUs Earned | |
| <$496.2 | | | $496.2 | | | $501.3 | | | $506.4 | | | $511.6 | | | $516.7 | | | $521.8 | | | $526.9 | | | $525.0 | | | 150% | | | 8,982 | |
| Below Threshold (0%) | | | Threshold (50%) | | | Above Threshold (75%) | | | Below Target (85%) | | | Target (100%) | | | Above Target (115%) | | | Below Maximum (125%) | | | Maximum (150%) | | | Achievement | | | Payout % | | | # of Performance Based RSUs Earned | |
| <$1,446.0 | | | $1,446.0 | | | $1,460.9 | | | $1,475.8 | | | $1,490.7 | | | $1,505.6 | | | $1,520.5 | | | $1,535.4 | | | $1,473.4 | | | 85% | | | 5,090 | |
| Named Executive Officer | | | # of Options | |
| Tom Panther | | | 17,002 | |
| Alissa B. Vickery | | | — | |
| Armando L. Netto | | | 17,679 | |
| Alan King | | | 17,679 | |
![]() | The compensation committee’s evaluation of the competitive market, including referencing peer group data |
![]() | The feedback received from our shareholders and proxy advisory firms |
![]() | The roles and responsibilities of our executives, including each executive’s impact on creating shareholder value |
![]() | The individual experience and skills of, and expected contributions from, our executives |
![]() | Pay relative to other NEOs at the Company |
![]() | The individual performance of our executives during the year and the historical performance levels of our executives |
![]() | Our overall financial performance |
| 2023 Industry Peer Group | | | | |
| Alliance Data Systems Corporation | | | √ | |
| Automatic Data Processing, Inc. | | | √ | |
| Black Knight, Inc. | | | √ | |
| Broadridge Financial Solutions, Inc. | | | √ | |
| Ceridian HCM Holding Inc. | | | √ | |
| Equifax Inc. | | | √ | |
| Euronet Worldwide, Inc. | | | √ | |
| Fair Isaac Corporation | | | √ | |
| Fidelity National Information Services, Inc. | | | √ | |
| Fiserv, Inc. | | | √ | |
| Global Payments Inc. | | | √ | |
| Intuit Inc. | | | √ | |
| Jack Henry & Associates, Inc. | | | √ | |
| Mastercard Incorporated | | | √ | |
| Paychex, Inc. | | | √ | |
| Paycom Software, Inc. | | | √ | |
| SS&C Technologies Holdings, Inc. | | | √ | |
| Wex, Inc. | | | √ | |
![]() | Chief Executive Officer 6x |
![]() | Chief Financial Officer 4x |
![]() | All Other Executive Officers 3x |
| Name and Principal Position | | | Year | | | Salary ($)(1) | | | Bonus ($) | | | Stock Awards ($)(2) | | | Option Awards ($)(3) | | | Non-Equity Incentive Plan Compensation ($)(4) | | | All Other Compensation ($)(5) | | | Total ($) | |
| Ronald F. Clarke Chief Executive Officer and Chairman of the Board of Directors | | | 2023 | | | $1,200,000 | | | — | | | $1,440,058 | | | — | | | — | | | $28,966 | | | $2,669,024 | |
| 2022 | | | $1,176,923 | | | — | | | — | | | — | | | $2,776,500 | | | $33,575 | | | $3,986,998 | | |||
| 2021 | | | $1,000,000 | | | — | | | — | | | $55,556,000 | | | $1,335,000 | | | $32,473 | | | $57,923,473 | | |||
| Tom Panther Chief Financial Officer | | | 2023 | | | $261,539 | | | — | | | $1,380,255 | | | $1,200,001 | | | — | | | $13,308 | | | $2,855,102 | |
| Alissa B. Vickery Chief Accounting Officer and Former Interim Chief Financial Officer | | | 2023 | | | $284,615 | | | — | | | $434,473 | | | — | | | — | | | $5,010 | | | $724,098 | |
| 2022 | | | $247,115 | | | $56,250 | | | $250,024 | | | $300,009 | | | $93,750 | | | $3,086 | | | $950,235 | | |||
| Armando L. Netto(6) Group President, Vehicle Payments in Brazil and North America | | | 2023 | | | $503,091 | | | — | | | $2,610,830 | | | $1,200,051 | | | — | | | $47,199 | | | $4,361,171 | |
| 2022 | | | $483,780 | | | $64,482 | | | $1,535,089 | | | $2,400,075 | | | $226,582 | | | $32,779 | | | $4,742,787 | | |||
| 2021 | | | $425,945 | | | — | | | $1,535,353 | | | $5,310,426 | | | $460,021 | | | $31,069 | | | $7,762,813 | | |||
| Alan King(6) Group President, Vehicle Payments in Europe and Australia | | | 2023 | | | $450,000 | | | — | | | $2,302,532 | | | $1,200,051 | | | — | | | $411,343 | | | $4,363,926 | |
| 2022 | | | $399,089 | | | — | | | $1,535,089 | | | $2,400,075 | | | $393,986 | | | $253,271 | | | $4,981,510 | | |||
| 2021 | | | $409,287 | | | — | | | $1,335,373 | | | $986,337 | | | $385,161 | | | $22,601 | | | $3,138,759 | |
| All other Compensation | | | Health Benefit Premiums | | | Long-Term Care Premiums | | | Retirement Plan Contributions | | | Vehicle Allowance | | | Life Insurance | | | Other | | | Total | |
| Ronald F. Clarke | | | $25,620 | | | $2,686 | | | — | | | — | | | $660 | | | — | | | $28,966 | |
| Tom Panther | | | $9,583 | | | $2,230 | | | — | | | — | | | $495 | | | $1,000(6) | | | $13,308 | |
| Alissa B. Vickery | | | — | | | — | | | $2,250 | | | — | | | $660 | | | $2,100(6) | | | $5,010 | |
| Armando L. Netto(7) | | | $15,580 | | | — | | | — | | | $23,278(8) | | | $752 | | | $7,589(9) | | | $47,199 | |
| Alan King(7) | | | $27,245 | | | $468 | | | $4,500 | | | $33,237(8) | | | $660 | | | $345,232(10) | | | $411,343 | |
| | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | | | All Other Option Awards: Number of Securities Underlying Options(3) | | | Exercise or Base Price of Option Awards | | | Grant Date Fair Value of Stock and Option Awards(4) | | ||||||||||||||
| Name | | | Grant Date | | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | (#) | | | (#) | | | ($/Sh) | | | ($) | |
| Ronald F. Clarke | | | | | — | | | $360,000 | | | $2,160,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |
| | | 3/1/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 6,745 | | | — | | | — | | | $1,440,058 | | |
| Tom Panther | | | | | — | | | $45,000 | | | $135,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |
| 5/2/23 | | | | | — | | | — | | | 2,173 | | | 4,346(5) | | | 6,519 | | | — | | | — | | | — | | | $900,013 | | ||||
| 5/2/23 | | | — | | | — | | | — | | | — | | | 1,449(6) | | | — | | | — | | | — | | | — | | | $300,073 | | |||
| 5/2/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 870 | | | — | | | — | | | $180,168 | | |||
| 5/2/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,002 | | | $207.09 | | | $1,200,001 | | |||
| Alissa B. Vickery | | | | | — | | | $30,000 | | | $48,000 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |
| 3/1/23 | | | — | | | — | | | — | | | — | | | 1,171(6) | | | — | | | — | | | — | | | — | | | $250,009 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 582 | | | — | | | — | | | $124,257 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 282 | | | — | | | — | | | $60,207 | | |||
| Armando L. Netto(7) | | | | | — | | | $86,433 | | | $237,359 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,679 | | | $200.41 | | | $1,200,051 | | |||
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 3,071 | | | — | | | — | | | $615,459 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,362 | | | — | | | — | | | $290,787 | | |||
| 3/1/23 | | | — | | | — | | | — | | | 2,994 | | | 5,988(5) | | | 8,982 | | | — | | | — | | | — | | | $1,278,438 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | 1,996(6) | | | — | | | — | | | — | | | — | | | $426,146 | | |||
| Alan King | | | | | — | | | $67,500 | | | $202,500 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | |
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,636 | | | — | | | — | | | $327,871 | | |||
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 17,679 | | | $200.41 | | | $1,200,051 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,265 | | | — | | | — | | | $270,078 | | |||
| 3/1/23 | | | — | | | — | | | — | | | — | | | 1,996(6) | | | — | | | — | | | — | | | — | | | $426,146 | | |||
| 3/1/23 | | | — | | | — | | | — | | | 2,994 | | | 5,988(5) | | | 8,982 | | | — | | | — | | | — | | | $1,278,438 | |
| | | | | OPTION AWARDS | | | STOCK AWARDS | | |||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | |
| Ronald F. Clarke | | | 12/4/2014 | | | 850,000 | | | — | | | — | | | $149.68 | | | 12/4/2024 | | | — | | | — | | | — | | | — | |
| 1/20/2016 | | | 425,000 | | | — | | | — | | | $114.90 | | | 1/20/2026 | | | — | | | — | | | — | | | — | | |||
| 1/25/2017 | | | 850,000 | | | — | | | — | | | $150.74 | | | 1/25/2027 | | | — | | | — | | | — | | | — | | |||
| 9/30/2021 | | | — | | | — | | | 850,000 | | | $261.27 | | | 12/31/2024 | | | — | | | — | | | — | | | — | | |||
| 3/1/2023 | | | — | | | — | | | — | | | — | | | — | | | 6,745(4) | | | $1,906,204 | | | — | | | — | | |||
| Tom Panther | | | 5/2/2023 | | | — | | | 17,002 | | | — | | | $207.09 | | | 5/2/2033 | | | — | | | — | | | — | | | — | |
| 5/2/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,449(5) | | | $409,502 | | |||
| 5/2/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 4,346(6) | | | $1,228,223 | | |||
| 5/2/2023 | | | — | | | — | | | — | | | — | | | — | | | 870(4) | | | $245,871 | | | — | | | — | | |||
| Alissa B. Vickery | | | 10/19/2016 | | | 10,000 | | | — | | | — | | | $174.35 | | | 10/19/2026 | | | — | | | — | | | — | | | — | |
| 1/25/2017 | | | 2,000 | | | — | | | — | | | $150.74 | | | 1/25/2027 | | | — | | | — | | | — | | | — | | |||
| 5/5/2017 | | | 3,276 | | | — | | | — | | | $133.40 | | | 5/5/2027 | | | — | | | — | | | — | | | — | | |||
| 4/22/2019 | | | 8,000 | | | — | | | — | | | $252.50 | | | 4/22/2029 | | | — | | | — | | | — | | | — | | |||
| 4/10/2020 | | | 3,318 | | | 1,106 | | | — | | | $224.99 | | | 4/10/2030 | | | — | | | — | | | — | | | — | | |||
| 10/21/2020 | | | — | | | — | | | — | | | — | | | — | | | 56(7) | | | $15,826 | | | — | | | — | | |||
| 3/12/2021 | | | — | | | — | | | — | | | — | | | — | | | 177(7) | | | $50,022 | | | — | | | — | | |||
| 1/24/2022 | | | 1,147 | | | 3,441 | | | — | | | $225.45 | | | 1/24/2032 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | — | | | — | | | — | | | — | | | — | | | 416(8) | | | $117,566 | | | — | | | — | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,171(5) | | | $330,936 | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | 282(4) | | | $79,696 | | | — | | | — | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | 291(9) | | | $82,240 | | | — | | | — | |
| | | | | OPTION AWARDS | | | STOCK AWARDS | | |||||||||||||||||||||||
| Name | | | Grant Date | | | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | | | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock that Have Not Vested (#) | | | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | |
| Armando L. Netto | | | 1/20/2016 | | | 18,500 | | | — | | | — | | | $114.90 | | | 1/20/2026 | | | — | | | — | | | — | | | — | |
| 5/5/2017 | | | 30,000 | | | — | | | — | | | $133.40 | | | 5/5/2027 | | | — | | | — | | | — | | | — | | |||
| 3/1/2018 | | | 15,000 | | | — | | | — | | | $199.75 | | | 3/1/2028 | | | — | | | — | | | — | | | — | | |||
| 2/27/2019 | | | 20,000 | | | — | | | — | | | $231.70 | | | 2/27/2029 | | | — | | | — | | | — | | | — | | |||
| 3/27/2020 | | | 18,797 | | | 6,266 | | | — | | | $196.18 | | | 3/27/2030 | | | — | | | — | | | — | | | — | | |||
| 1/25/2021 | | | 8,232 | | | 8,234 | | | — | | | $261.07 | | | 1/25/2031 | | | — | | | — | | | — | | | — | | |||
| 1/25/2021 | | | — | | | — | | | — | | | — | | | — | | | 1,764(10) | | | $498,524 | | | — | | | — | | |||
| 4/21/2021 | | | 30,625 | | | — | | | — | | | $196.18 | | | 3/27/2030 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | 4,588 | | | 13,764 | | | — | | | $225.45 | | | 1/24/2032 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | 4,588 | | | 13,764 | | | — | | | $225.45 | | | 1/24/2032 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | — | | | — | | | — | | | — | | | — | | | 2,663(10) | | | $752,590 | | | — | | | — | | |||
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | 3,071(9) | | | $867,895 | | | — | | | — | | |||
| 1/23/2023 | | | — | | | 17,679 | | | — | | | $200.41 | | | 1/23/2033 | | | — | | | — | | | — | | | — | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,996(5) | | | $564,090 | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,988(6) | | | $1,692,269 | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | 1,362(4) | | | $384,915 | | | — | | | — | | |||
| Alan King | | | 8/1/2016 | | | 11,272 | | | — | | | — | | | $152.31 | | | 8/1/2026 | | | — | | | — | | | — | | | — | |
| 5/5/2017 | | | 15,000 | | | — | | | — | | | $133.40 | | | 5/5/2027 | | | — | | | — | | | — | | | — | | |||
| 2/27/2019 | | | 9,600 | | | — | | | — | | | $231.70 | | | 2/27/2029 | | | — | | | — | | | — | | | — | | |||
| 3/27/2020 | | | 15,664 | | | 5,222 | | | — | | | $196.18 | | | 3/27/2030 | | | — | | | — | | | — | | | — | | |||
| 1/25/2021 | | | 6,860 | | | 6,862 | | | — | | | $261.07 | | | 1/25/2031 | | | — | | | — | | | — | | | — | | |||
| 1/25/2021 | | | — | | | — | | | — | | | — | | | — | | | 1,461(10) | | | $412,893 | | | — | | | — | | |||
| 1/24/2022 | | | 4,588 | | | 13,764 | | | — | | | $225.45 | | | 1/24/2032 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | 4,588 | | | 13,764 | | | — | | | $225.45 | | | 1/24/2032 | | | — | | | — | | | — | | | — | | |||
| 1/24/2022 | | | — | | | — | | | — | | | — | | | — | | | 2,663(10) | | | $752,590 | | | — | | | — | | |||
| 1/23/2023 | | | — | | | — | | | — | | | — | | | — | | | 1,636(9) | | | $462,350 | | | — | | | — | | |||
| 1/23/2023 | | | — | | | 17,679 | | | — | | | $200.41 | | | 1/23/2033 | | | — | | | — | | | — | | | — | | | | |
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 1,996(5) | | | $564,090 | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 5,988(6) | | | $1,692,269 | | |||
| 3/01/2023 | | | — | | | — | | | — | | | — | | | — | | | 1,265(4) | | | $357,502 | | | — | | | — | |
| | | OPTION AWARDS | | | STOCK AWARDS | | |||||||
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting (#) | | | Value Realized on Vesting ($)(1) | |
| Ronald F. Clarke | | | — | | | — | | | — | | | — | |
| Tom Panther | | | — | | | — | | | — | | | — | |
| Alissa B. Vickery | | | — | | | — | | | 1,227 | | | $268,191 | |
| Armando L. Netto | | | — | | | — | | | 6,929 | | | $1,388,197 | |
| Alan King | | | — | | | — | | | 6,525 | | | $1,306,938 | |
![]() | The agreement term automatically renews for successive one-year periods unless we provide notice at least 30 days prior to the expiration date. |
![]() | Mr. Clarke is entitled to an annual base salary of at least $687,500. |
![]() | If we terminate Mr. Clarke’s employment other than for “cause” (as defined below), including through non-renewal of the agreement, Mr. Clarke will receive (1) cash severance payments, in equal monthly installments over 12 months, in an amount equal to 150% of his then-current annual base salary plus any accrued and unpaid vacation, (2) payment of his health insurance premiums for coverage under COBRA in amounts equal to those made immediately prior to his termination until, at his election, the earlier of the expiration of the severance period or his commencement of employment with another employer and (3) continuation of coverage during the severance period under our life and disability insurance plans, if permitted by the terms of the plans. |
![]() | The employment agreement includes customary non-competition and non-solicitation provisions that apply during his employment with the Company and for one year thereafter, as well as customary confidentiality and intellectual property provisions and a mutual non- disparagement provision. |
| Name | | | Severance Amount ($)(1) | | | Accelerated Vesting of Equity Awards ($)(2) | | | Benefits ($)(3) | | | Total ($) | |
| Ronald F. Clarke | | | | | | | | | | ||||
| Termination without cause | | | $1,800,000 | | | — | | | $25,620 | | | $1,825,620 | |
| Termination for good reason or termination without cause following a change in control | | | $1,800,000 | | | $20,045,214 | | | $25,620 | | | $21,870,834 | |
| Change in control | | | — | | | — | | | — | | | — | |
| Death or disability/Retirement | | | — | | | — | | | — | | | — | |
| Tom Panther | | | | | | | | | | ||||
| Termination without cause | | | $400,000 | | | — | | | $14,734 | | | $414,374 | |
| Termination without cause following a change in control | | | $445,000 | | | $3,167,587 | | | $14,734 | | | $3,627,321 | |
| Change in control | | | — | | | $3,167,587 | | | — | | | $3,167,587 | |
| Death or disability/Retirement | | | — | | | $1,385,552 | | | — | | | $1,385,552 | |
| Alissa B. Vickery(4) | | | | | | | | | | ||||
| Termination without cause | | | $300,000 | | | — | | | — | | | $300,000 | |
| Termination without cause following a change in control | | | $330,000 | | | $936,701 | | | — | | | $1,266,701 | |
| Change in control | | | — | | | $936,701 | | | — | | | $936,701 | |
| Death or disability/Retirement | | | — | | | $577,792 | | | — | | | $577,792 | |
| Armando L. Netto(5) | | | | | | | | | | ||||
| Termination without cause | | | $503,091 | | | — | | | $15,580 | | | $518,671 | |
| Termination without cause following a change in control | | | $589,524 | | | $6,932,427 | | | $15,580 | | | $7,537,531 | |
| Change in control | | | — | | | $6,932,427 | | | — | | | $6,932,427 | |
| Death or disability/Retirement | | | — | | | $4,833,573 | | | — | | | $4,833,573 | |
| Alan King | | | | | | | | | | ||||
| Termination without cause | | | $450,000 | | | — | | | $27,045 | | | $477,045 | |
| Termination without cause following a change in control | | | $517,500 | | | $7,867,553 | | | $27,245 | | | $8,412,298 | |
| Change in control | | | — | | | $7,867,553 | | | — | | | $7,867,553 | |
| Death or disability/Retirement | | | — | | | $4,223,257 | | | — | | | $4,223,257 | |
| Plan Category | | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)(1) | | | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights (B)(2) | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C)(3) | |
| Equity Compensation Plans Approved by Security Holders | | | 5,550,778 | | | $192.18 | | | 3,828,015 | |
| Equity Compensation Plans Not Approved by Security Holders | | | — | | | — | | | — | |
| Total | | | 5,550,778 | | | $192.18 | | | 3,828,015 | |
![]() | Annabelle Bexiga (Chair) |
![]() | Joseph W. Farrelly |
![]() | Thomas M. Hagerty |
![]() | Hala G. Moddelmog |
![]() | Steven T. Stull |
![]() | As required by the PVP Rules, we describe the information in columns (c) and (e) as “compensation actually paid” (or “CAP”) to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for pension benefits and equity awards); and |
![]() | As required by the PVP Rules, we provide information about our total shareholder return (“TSR”) results, PVP Peer Group (as defined below) TSR results and U.S. GAAP net income results (the “External Measures”) during the Covered Years in the PVP Table, but we did not actually base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures because the External Measures were not metrics used in our incentive plans during the Covered Years. |
| | | | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(d) | | | Average Compensation Actually Paid to Non-PEO Named Executive Officers(e)(2) | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | | ||||||||
| Year(a) | | | Summary Compensation Table (“SCT”) Total for PEO(b) | | | Compensation Actually Paid to PEO(c)(2) | | | Total Shareholder Return(f)(3) | | | Peer Group Total Shareholder Return(g)(4) | | | Net Income (in millions)(h)(5) | | | Company- Selected Measure: Adjusted EPS-COMP(i)(6) | | ||||||
| 2023 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2022 | | | $ | | | ($ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2021 | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| 2020 | | | $ | | | ($ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| Item and Value Added (Deducted) | | | 2023 | |
| For Mr. Clarke: Summary Compensation Table Total: | | | $ | |
| - change in actuarial present value of pension benefits | | | | |
| + service cost of pension benefits | | | | |
| + prior service cost of pension benefits | | | | |
| - SCT “Stock Awards” column value | | | ($ | |
| - SCT “Option Awards” column value | | | | |
| + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | | | $ | |
| +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | | | $ | |
| + vesting date fair value of equity awards granted and vested in Covered Year | | | | |
| +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | | | | |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | | | |
| + includable dividends/earnings on equity awards during Covered Year | | | | |
| Compensation Actually Paid: | | | $ | |
| For Non-PEO NEOs (Average): Summary Compensation Table Total: | | | $ | |
| - change in actuarial present value of pension benefits | | | | |
| + service cost of pension benefits | | | | |
| + prior service cost of pension benefits | | | | |
| - SCT “Stock Awards” column value | | | ($ | |
| - SCT “Option Awards” column value | | | ($ | |
| + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | | | $ | |
| +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | | | $ | |
| + vesting date fair value of equity awards granted and vested in Covered Year | | | $ | |
| +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | | | $ | |
| - prior year-end fair value of prior-year equity awards forfeited in Covered Year | | | ($ | |
| + includable dividends/earnings on equity awards during Covered Year | | | | |
| Compensation Actually Paid: | | | $ | |
Most Important Financial Performance Measures |
![]() | Reviewed and discussed the Company’s earnings press release, consolidated financial statements and its annual report on Form 10-K, with management and the independent auditor |
![]() | Reviewed with management and the independent auditor management’s assessment of the effectiveness of our internal control over financial reporting |
![]() | Reviewed with the independent auditor and management, the audit scope of the independent auditor |
![]() | Inquired about significant risks, reviewed the Company’s policies for risk assessment and risk management and assessed the steps management is taking to control these risks, and |
![]() | Met in executive session with the independent auditor |
![]() | Richard Macchia (Chair) |
![]() | Archie Jones, Jr. |
![]() | Gerald Throop |
| Year Ended December 31 | | ||||||
| | | 2023 | | | 2022 | | |
| Audit Fees | | | $11,272,000 | | | $9,289,000 | |
| Audit Related Fees | | | $1,082,000 | | | $712,000 | |
| Tax Fees | | | $860,000 | | | $1,155,000 | |
| All Other Fees | | | $4,000 | | | $4,000 | |
| Total | | | $13,218,000 | | | $11,159,000 | |
![]() | Preside at all meetings of the Board at which the Chairman or any Vice Chairman of the Board is not present; |
![]() | Preside over executive sessions of the non-employee directors; |
![]() | Serve as liaison between the non-employee directors and the Chairman and the CEO; |
![]() | Call meetings of non-employee directors, with appropriate notice; |
![]() | Coordinate with the Chairman and CEO on meeting schedules, agendas and information provided to the Board; |
![]() | Be available for consultation with significant stockholders if so requested; and |
![]() | Exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time. |
![]() | preside at all meetings of the Board at which the Chairman of the Board is not present |
![]() | preside over executive sessions of the non-employee directors |
![]() | serve as liaison between the non-employee directors and the Chairman and the CEO |
![]() | call meetings of non-employee directors, with appropriate notice |
![]() | coordinate with the Chairman and CEO on meeting schedules, agendas and information provided to the Board |
![]() | be available for consultation with significant shareholder if so requested and |
![]() | exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time |
| Proposal Number | | | Item | | | Vote Required for Approval | | | Abstentions | | | Uninstructed Shares | | | Board Voting Recommendation | |
| 1 | | | To elect the eleven directors | | | Majority of votes cast | | | Not counted | | | Not voted | | | FOR | |
| 2 | | | To ratify the reappointment of Ernst & Young LLP as our independent public accounting firm for 2024 | | | Majority of votes cast | | | Not counted | | | Discretionary vote | | | FOR | |
| 3 | | | To approve, on an advisory basis, named executive officer compensation | | | Majority of votes cast | | | Not counted | | | Not voted | | | FOR | |
| 4 | | | To vote on a shareholder proposal regarding an independent Board chair requirement, if properly presented at the meeting | | | Majority of votes cast | | | Not counted | | | Not voted | | | AGAINST | |
![]() | The SEC’s website has a variety of information about the proxy voting process at www.sec.gov/spotlight/ proxymatters.shtml. |
![]() | Contact the Investor Relations department through our website at https://investor.corpay.com or by phone at (770) 417-4697. |
![]() | Contact the broker or bank through which you beneficially own your shares. |
| | | 2023 | | | 2022 | | | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | | | 2016 | | | 2015 | | | 2014 | | | 2013 | | | 2012 | | | 2011 | | | 2010 | | |
| Net income | | | $982 | | | $954 | | | $839 | | | $704 | | | $895 | | | $811 | | | $740 | | | $452 | | | $362 | | | $369 | | | $285 | | | $216 | | | $147 | | | $108 | |
| Net income per diluted share | | | $13.20 | | | $12.42 | | | $9.99 | | | $8.12 | | | $9.94 | | | $8.81 | | | $7.91 | | | $4.75 | | | $3.85 | | | $4.24 | | | $3.36 | | | $2.52 | | | $1.76 | | | $1.34 | |
| Adjustments: | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||
| Stock-based compensation expense | | | 116 | | | 121 | | | 80 | | | 43 | | | 61 | | | 70 | | | 93 | | | 64 | | | 90 | | | 38 | | | 27 | | | 19 | | | 22 | | | 27 | |
| Amortization(6) | | | 234 | | | 238 | | | 215 | | | 196 | | | 217 | | | 227 | | | 233 | | | 184 | | | 181 | | | 100 | | | 56 | | | 38 | | | 25 | | | 22 | |
| Net gain on disposition of assets/ business | | | (14) | | | — | | | — | | | — | | | — | | | (153) | | | (109) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Investment (gains) losses | | | — | | | — | | | — | | | (30) | | | 3 | | | 7 | | | 45 | | | 25 | | | 40 | | | — | | | — | | | — | | | — | | | — | |
| Loss on write-off of fixed assets | | | — | | | — | | | — | | | — | | | 2 | | | 9 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Loss on extinguishment of debt | | | — | | | 2 | | | 16 | | | — | | | — | | | 2 | | | 3 | | | — | | | — | | | 16 | | | — | | | — | | | 3 | | | — | |
| Legal settlements and litigation | | | 3 | | | 6 | | | 6 | | | — | | | 6 | | | 6 | | | 11 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Integration and deal related cost(1) | | | 31 | | | 19 | | | 31 | | | 12 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Restructuring and related (subsidies) costs | | | 4 | | | 7 | | | (2) | | | 4 | | | 3 | | | 5 | | | 1 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Unauthorized access impact | | | — | | | — | | | — | | | — | | | — | | | 2 | | | — | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Other non-cash adjustments | | | — | | | — | | | — | | | 90(5) | | | — | | | — | | | 2 | | | — | | | — | | | (29) | | | — | | | — | | | — | | | — | |
| Total pre-tax adjustments(2) | | | 373 | | | 393 | | | 346 | | | 316 | | | 291 | | | 175 | | | 279 | | | 274 | | | 311 | | | 125 | | | 83 | | | 57 | | | 49 | | | 49 | |
| Income tax impact of pre-tax adjustments at the effective tax rate(3) | | | (97) | | | (111) | | | (76) | | | (68) | | | (62) | | | (39) | | | (93) | | | (67) | | | (81) | | | (46) | | | (24) | | | (17) | | | (15) | | | (14) | |
| Impact of investment sale, other discrete item and tax reform(4) | | | — | | | — | | | — | | | 10 | | | (62) | | | 23 | | | (127) | | | — | | | — | | | — | | | — | | | — | | | — | | | — | |
| Adjusted net income(2) | | | $1,237 | | | $1,237 | | | $1,110 | | | $962 | | | $1,062 | | | $970 | | | $799 | | | $659 | | | $593 | | | $448 | | | $343 | | | $256 | | | $182 | | | $143 | |
| Adjusted net income per diluted share | | | $16.92 | | | $16.10 | | | $13.21 | | | $11.09 | | | $11.79 | | | $10.53 | | | $8.54 | | | $6.92 | | | $6.30 | | | $5.15 | | | $4.05 | | | $2.99 | | | $2.17 | | | $1.77 | |
| | | Year Ended 2010 | | | 2011 Changes | | | Pro Forma 2010 | | |
| Income before income taxes | | | $151 | | | $1 | | | $152 | |
| Provision for income taxes | | | 43 | | | 2 | | | 46 | |
| Net income | | | 108 | | | (2) | | | 106 | |
| Stock based compensation | | | 27 | | | (5) | | | 22 | |
| Amortization of intangible assets | | | 17 | | | — | | | 17 | |
| Amortization of premium on receivables | | | 3 | | | — | | | 3 | |
| Amortization of deferred financing costs | | | 2 | | | — | | | 2 | |
| Loss on extinguishment of debt | | | — | | | 3 | | | 3 | |
| Total pre-tax adjustments | | | 49 | | | (2) | | | 47 | |
| Income tax impact of pre-tax adjustments at the effective tax rate | | | (14) | | | — | | | (14) | |
| Total pre-tax adjustments | | | $143 | | | $(4) | | | $139 | |
| Adjusted net income per diluted share | | | $1.77 | | | | | $1.66 | | |
| Diluted shares | | | 80.8 | | | | | 83.7 | |
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