WEX Inc PRE 14A, filed Mar 31, 2021

WEX Inc. (WEX)

PRE 14A 2021-03-31 For: 2021-03-31

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Agenda	Board Recommendation	For Further Details
To elect the five nominees as Class I directors, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal.	FOR each director nominee	Page 11
To conduct an advisory (non-binding) vote on the compensation of our named executive officers	FOR	Page 41
To approve the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares issuable thereunder	FOR	Page 84
To approve the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors	FOR	Page 100
To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021	FOR	Page 102


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



Date and Time Friday, June 4, 2021 8:00 a.m., Eastern Time	Virtual Audio Web Conference https://web.lumiagm.com/289188153 Password: wex2021	Who Can Vote Stockholders who owned shares of our common stock at the close of business on April 5, 2021 are entitled to vote



Internet 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 June 3, 2021 to be counted.	Mail If you requested printed copies of proxy materials be sent to you by mail, either use Internet or Telephone voting, or complete, sign and date your enclosed proxy card and return it by mail in the enclosed prepaid and addressed envelope prior to the meeting.	Telephone Dial 1-800-776-9437 in the United States or 1-718-921-8500 from foreign countries and follow the recorded instructions. You will need the control number on your Notice or proxy card. Your vote must be received by 11:59 p.m ET on June 3, 2021 to be counted.


Revenue $ millions	Adjusted Net-Income $ millions	Market Capitalization $ millions (at 12/31)



Proposal 1
Election of Directors The Board recommends a vote FOR each Class I director nominee. See page 11.



Proposal 2
Advisory (Non-Binding) Vote on The Compensation of Our Named Executive Officers The Board recommends a vote FOR this proposal. See page 41.


2020 CEO Target Total Compensation Mix						2020 CEO Long-term Incentive Mix



Proposal 3
Approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to Increase the Number of Shares Issuable Thereunder The Board recommends a vote FOR this proposal. See page 84.



Proposal 4
Approval of the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors The Board recommends a vote FOR this proposal. See page 100.



Proposal 5
Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For Fiscal Year 2021 The Board recommends a vote FOR this proposal. See page 102.


Letter to Our Stockholders	1
		New in this Proxy Statement •Detailed information as to the Leadership Development and Compensation Committee's compensation decisions in light of the uncertainty created by COVID-19, key employee retention concerns, and other issues. •Disclosure regarding Proposal 3 (Amended and Restated 2019 Equity and Incentive Plan) and Proposal 4 (Amended and Restated Certificate of Incorporation to declassify our Board of Directors). •Disclosure regarding three new director nominees for election to the Board of Directors as Class I directors, to serve until 2024: Derrick Roman, Nancy Altobello, and Bhavana Bartholf.
Notice of 2021 Annual Meeting of Stockholders	2
Proxy Statement Summary	4

Governance	11

Proposal 1: Election of Directors	11
The Board of Directors	12
The Board's Role and Responsibilities	24
Board Structure	26
Board Practices, Policies, and Processes	31
Director Compensation	35

Executive Officers	39

Executive Compensation	41

Proposal 2: Advisory (Non-Binding) Vote on the Compensation of Our Named Executive Officers	41	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 pandemic; the scope and severity of the COVID-19 pandemic; and risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2020, filed on Form 10-K with the Securities and Exchange Commission on March 1, 2021. 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.

Compensation Discussion & Analysis	42
Compensation Committee Report	69
Executive Compensation Tables	70
Pay Ratio Disclosure	83

Other Matters for Shareholders' Consideration
Proposal 3 : A pproval of the WEX Inc. Amended and Restated 2019 E quity and Incent ive Plan to Increase the Number of Shares Issuable Thereunder	84
Proposal 4 : A pproval of our Amended and Rest ated Certificate of Inco rpor ation to Declassify our Board of Directors	100

Audit Matters	102

Proposal 5 : Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2021	102
Auditor Selection and Fees	103
Audit Committee Report	104

Information About Stock Ownership	105

Principal Stockholders	105

Securities Authorized for Issuance under Equity Compensation Plans	107

General Information a bout the Annual Meeting and Voting Your Shares	108
Other Business	117
Appendix A	118
Appendix B	121
Appendix C	136


			Sincerely,

			Melissa Smith Chair and Chief Executive Officer



Proposal 1
Election of Directors


Our nominees to serve as Class I directors this year are: •Jack VanWoerkom •Regina Sommer •Derrick Roman •Nancy Altobello •Bhavana Bartholf Jack VanWoerkom and Regina Sommer currently serve as Class I directors. Both have served as members of our Board since 2005 and are standing for re-election at the Annual Meeting to serve a three-year term until 2024. John E. Bachman, who is currently a Class I director, will not be standing for re-election at the Annual Meeting and will retire at the end of his term at the Annual Meeting. As part of the Board's continual effort to maintain a breadth of experience, knowledge, and abilities on the Board and to fill the vacant seat left by Mr. Bachman's retirement from the Board, after considering the recommendation of the Corporate Governance Committee, the Board determined to nominate Mr. VanWoerkom and Ms. Sommer for re-election and to nominate Derrick Roman, Nancy Altobello and Bhavana Bartholf to stand for election as first-time directors. These individuals represent a diverse mix of skills, qualifications, backgrounds, and experience. As a result, eighty percent of Board members standing for re-election or election to the Board at this Annual Meeting are women or from underrepresented ethnic groups. Each of Mr. VanWoerkom, Ms. Sommer, Mr. Roman, Ms. Altobello, and Ms. Bartholf have consented to be named in the proxy statement and to serve if elected. In order to maintain compliance with the provision of the Company's Amended and Restated By-Laws ("By-Laws") requiring the Company to maintain the director classes as nearly equal in number as possible and to bring the three new nominees to vote before the stockholders this year, the Board expanded the number of seats on the Board from 12 to 14, effective as of the Annual Meeting, and expanded Class I to 5 seats. Therefore, in addition to its nomination of Mr. VanWoerkom and Ms. Sommer to stand for re-election as continuing Class I directors, the Board has nominated Derrick Roman, Nancy Altobello, and Bhavana Bartholf for election as Class I directors for their first term on the Board. However, it is expected that one of these five directors being nominated, if they are elected, will subsequently resign as a Class I director in the months after the Annual Meeting, contingent upon his or her appointment by the Board as a Class III director immediately upon such resignation. Contemporaneously with this expected resignation and appointment, the Board expects to reduce the number of seats on the Board to 12, with the result being 4 seats in each Class, 4 members in each Class, and no vacancies on the Board. Currently, at each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms are expiring. Assuming Proposal 4 is adopted and the amendment contemplated therein is implemented, declassification of the Board of Directors would be phased in commencing with the 2022 annual meeting of stockholders and would result in the classified Board being fully phased-out (and all Board members standing for annual elections) commencing with the 2024 annual meeting of stockholders. See Proposal 4 for more information.


The Board recommends a vote FOR these nominees.


			FINANCE, ACCOUNTING, OR REPORTING EXPERIENCE — Individuals 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.
			LEGAL OR REGULATORY EXPERIENCE — Individuals who have had legal or regulatory experience provide insights into addressing significant legal and public policy issues, particularly in areas related to our Company’s business and operations. Because our Company’s business requires compliance with a variety of regulatory requirements across a number of countries, our Board values directors with relevant legal or regulatory experience.
			BUSINESS DEVELOPMENT AND M&A EXPERIENCE — Individuals 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 — Individuals 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 — Individuals 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, individuals 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.
			LEADERSHIP EXPERIENCE — We believe that individuals 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.
			TECHNOLOGY EXPERIENCE — As a technology company and leading innovator, we seek individuals 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.
			INDUSTRY EXPERIENCE — We seek individuals with experience in the payments industry generally and fleet, travel and healthcare payments specifically.



Current Members: Regina O. Sommer (Chair) John E. Bachman James Groch Susan Sobbott Stephen Smith No. of Meetings in 2020: 12			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. The Board has determined that 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, Mr. Groch and Ms. Sommer qualify as “audit committee financial experts.”



Current Members: Daniel Callahan (Chair) James Neary Susan Sobbott Jack VanWoerkom No. of Meetings in 2020: 9			The Leadership Development and Compensation Committee, formerly known as the Compensation Committee, must be comprised of at least two independent directors appointed by a majority of the Board. In March 2021, the name of this committee was modified to reflect the broader human capital focus of the committee, as well as to emphasize the degree of importance the Board places on such broader human capital matters as they relate to organizational success. The Leadership Development and 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. The Leadership Development and Compensation Committee also provides direction and perspective to management on strategies with significant human capital implications, including review of key diversity initiatives and human capital policies and practices, such as those related to organizational engagement and effectiveness and employee development programs. All members of the Leadership Development and Compensation Committee are independent under the applicable rules of the NYSE and the SEC. However, Mr. Neary does not satisfy the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act. See "Compensation Discussion & Analysis - Process for Determining Executive Compensation - Leadership Development and Compensation Committee".



Current Members: Jack VanWoerkom (Chair) Shikhar Ghosh Regina O. Sommer No. of Meetings in 2020: 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 James Groch Stephen Smith No. of Meetings in 2020: 11			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 Regina O. Sommer No. of Meetings in 2020: 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 Recommending to the stockholders that the Board be declassified, with phase in of one year terms commencing with the 2022 annual meeting ü Delegated ESG oversight responsibility to the Corporate Governance Committee in 2020 ü Offered listening sessions with investors over the past three years ü Following the outbreak of the COVID-19 global pandemic, our Board commenced meetings on a near-weekly basis to provide oversight and leadership and provide a sounding board to our management 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


Annual Lead Director Cash Retainer	$	115,000
Annual Non-Employee Director Cash Retainer (other than the Lead Director)	$	85,000
Audit Committee Chair Cash Retainer	$	30,000
Leadership Development and Compensation Committee Chair Cash Retainer	$	20,000
Finance Committee Chair Cash Retainer	$	20,000
Corporate Governance Committee Chair Cash Retainer	$	15,000
Technology Committee Chair Cash Retainer	$	20,000


Name	Fees Earned or Paid in Cash		Stock Awards(1)		Total
John E. Bachman	$	82,623	$	155,116	$	237,739
Daniel Callahan	$	97,623	$	155,116	$	252,739
Michael E. Dubyak(2)	$	34,449	$	—	$	34,449
Shikhar Ghosh	$	102,623	$	155,116	$	257,739
Rowland T. Moriarty(2)	$	38,199	$	—	$	38,199
James Neary	$	102,623	$	155,116	$	257,739
James Groch(3)	$	54,549	$	255,123	$	309,672
Stephen Smith	$	82,623	$	255,123	$	337,746
Susan Sobbott	$	82,623	$	155,116	$	237,739
Regina O. Sommer	$	112,623	$	155,116	$	267,739
Jack VanWoerkom	$	128,034	$	155,116	$	283,150



The Board recommends a vote FOR approval of the compensation of our named executive officers.


Executive Summary			Page 42
Process for Determining Executive Compensation			Page 50
Other Compensation Program and Governance Features			Page 65




What We Do						What We Don’t Do
•Directly link pay to performance outcomes, operational results and stockholder returns •Link incentive plan performance measures to short- and mid-term operating objectives and delivery of long-term value to stockholders •Target total direct compensation (base/cash bonus/long-term incentives) within a competitive range of the market median •Maintain a cap on CEO and other NEO incentive compensation payouts for short-term incentive plan (STIP) and PSU awards (customarily 200% of target) •Have stock ownership guidelines for NEOs, including a retention requirement until stock ownership guidelines are achieved •Provide double-trigger change-in-control severance benefits •Review share utilization at least annually •Devote time to management succession and leadership development efforts •Use an independent compensation consultant •Maintain an anti-hedging policy •Maintain an anti-pledging policy •Maintain a 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


2020 Target Compensation Elements


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%) and 2.Compensation Adjusted Revenue (40%) For NEOs leading a business unit, corporate goals are weighted 40% and business unit goals are weighted 60%. 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 as reviewed by the CEO and recommended to the Committee. The Committee has further discretion to eliminate any funded bonus payout at its discretion, should circumstances warrant.



Long-Term Incentive Plan (“LTIP”) Our target long-term incentive mix during 2020 for our CEO was 60% PSUs, 25% stock options, and 15% RSUs; target mix for our other NEOs, was 60% PSUs, 20% stock options, and 20% RSUs. PSUs: •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 goals: Compensation Adjusted Net Income Earnings Per Share (60%), and Compensation Revenue (40%) a.Reward long-term stockholder value creation and encourage retention b.The Compensation Revenue metric recognizes the importance of revenue diversification for our business, given the impact that volatile fuel prices may have on our business results. Stock Options: •3-year ratable vesting requirement •Reward long-term stockholder value creation RSUs: •3-year ratable vesting requirement •Reward long-term stockholder value creation and encourage retention


2020 CEO Target Total Compensation Mix						2020 CEO Target Long-term Incentive Mix


			Timing			Selected Actions and Considerations
			March 2nd			•The Committee approved 2020 STIP goals and NEO equity awards under the 2020 LTIP, including goals for related PSUs
			March 3rd to March 10th			•Significant levels of spread and increased understanding and recognition of COVID-19 severity
			March 11th			•World Health Organization (WHO) declared COVID-19 a pandemic
			March 13th			•U.S. President declared COVID-19 a National Emergency
			March 14th to June 22nd			•The Committee was active and met four times as uncertainty increased as to the future of the COVID-19 pandemic and its impact on the economy and the Company •The Committee approved temporary reductions to NEO base salaries, effective April 20th, as further described below •WEX faced intense competitive pressure to retain key talent throughout our organization despite the pandemic, from other public companies, as well as from private companies funded by private equity firms and other sources •The Committee believed the Company had quickly lost a very significant portion of the retentive value from outstanding unvested equity awards for our executives and other key employees •There was ongoing uncertainty regarding the outcome of the litigation related to our proposed acquisition of eNett and Optal, travel-related businesses severely impacted by the pandemic, which acquisition had been initiated pre-pandemic •The Company updated its corporate strategy to take COVID-19 into account as well as commence planning for the business environment following COVID-19; as a result, the goals in our 2020 STIP that were approved on March 2nd were no longer aligned with our near-term business objectives and newly updated corporate strategy
			June 23rd			•The Committee approved changes to 2020 STIP, modifications to March 2019, September 2019 and March 2020 PSU awards, and Business Continuity and Outperformance grants, all as further described below, during a time that the Committee viewed as a period of peak uncertainty as to the future of the pandemic and its impact on the economy and the Company •The high level of uncertainty also drove the design used for compensation actions approved by the Committee; given the Company's inability to forecast business results, especially three years out, the Committee used relative Total Shareholder Return as a way to tie executive rewards to their success handling challenges better than the market •Rather than being reactive, the Committee thought it was important to be an early mover on pandemic-related pay actions, using a broad-based approach impacting key employees across our organization, because of competitive pressure related to talent retention and to demonstrate our commitment to our people at a historic and uncertain time
			June 24th to December 31st			The Company successfully protected shareholder value and retained key talent, which the Committee believed – along with 2020 pay actions and program designs – positioned WEX well for future growth and success


2020 COVID-Related Compensation Actions


Base Salary Reduced CEO and other NEO salaries by 20% and 10%, respectively, for the period beginning April 20, 2020, and ending on July 31, 2020



STIP On June 23, 2020, approved changes to the 2020 STIP (see detail below, beginning on page 53 •Given the significant economic uncertainty and business disruption caused by the COVID-19 pandemic, shared corporate performance goals were changed and the maximum payout was reduced from 200% to 150% of target •Impacted all STIP eligible employees, which includes a significant portion of our employees globally, including each of our executive officers During the first quarter of 2021, applied negative discretion to the initial funded STIP payout as a % of target •Based on the revised shared financial performance goals approved in June 2020, the initial STIP payout factor calculated to 126% of target •The Committee, in consultation with management, reduced the corporate STIP payout factor from 126% of target to approximately 108% of target to eliminate any benefit from reduced travel and entertainment spend, as well as to account for customer/partner satisfaction results, individual line of business performance results, agility in reacting to changing market conditions, and overall cost management



LTIP On June 23, 2020, approved changes to PSUs granted on March 20, 2019 and September 2019 (see detail below, beginning on page 60 •Considering a number of factors, including the impact of the COVID-19 pandemic on the global economy and our business planning, determined to shorten the performance period for the corporate financial performance metrics from the three years ending December 31, 2021 to the two years ending December 31, 2020 •Annual growth rates embedded in the original 2019 PSU award three-year goals were maintained. In addition, a relative total shareholder return (TSR) modifier, measured against other companies in the S&P 400 MidCap index, that can modify the payout factor derived from the financial results by ±15% was added, which extends performance measurement for this award to the end of the original 3-year performance period, which is December 31, 2021 •Impacted all employees at WEX that received a relevant 2019 PSU award, including all executive officers On June 23, 2020, approved changes to PSUs granted on March 16, 2020 (see detail below, beginning on page 59 •After the PSUs, and the related 3-year financial goals, were initially approved in March 2020, the severity of the impact of COVID-19 on the global economy, and general economic uncertainty, increased significantly. In light of this, the Committee changed the performance goal for the March 2020 PSU awards to 3-year relative TSR, which maintains a performance-based 3-year PSU award •Impacted all employees at WEX that received a relevant 2020 PSU award, including all executive officers On June 23, 2020, approved a special Business Continuity and Outperformance equity award granted on June 24, 2020 (see detail below, beginning on page 61 •Performance-focused award, made 75% in PSUs and 25% in RSUs, that aligned talent who are critical to continued growth and transformation throughout the organization during a highly uncertain time, during which the marketplace for our talent remained highly competitive •Exceeding median TSR performance required to achieve target payout under PSUs •RSUs vest 50% 2 years from date of grant and 50% 3 years from date of grant •Selected employees across the company – at the Senior Vice President, Vice President, Senior Director, Senior Manager, Manager and Individual Contributor levels – received the award, in addition to all executive officers


	NEOs Base Salary
Name	2019		2020		% Increase (2019-2020)		Rationale for Increase
Melissa Smith Chair, CEO and President	$	770,000	$	770,000	0	%	n/a
Roberto Simon CFO	$	500,000	$	550,000	10	%	Market-based adjustment
Scott Phillips President, Global Fleet	$	475,000	$	475,000	0	%	n/a
Robert Deshaies President, Health	$	425,000	$	425,000	0	%	n/a
Joel Dearborn President, Corporate Payments	$	400,000	$	400,000	0	%	n/a



As a result, the Company’s performance during the year ended December 31, 2020, was shaped largely by the pandemic. We also updated our corporate strategy to take COVID-19 into account as well as commence planning for the business environment following COVID-19. On June 23, 2020, the Committee approved changes to the 2020 STIP in response to the effects of the pandemic. These changes impacted STIP payment for nearly 2,500 employees, which reflects a significant portion of our employees globally, including each of our NEOs.


	Weighting Used in Determination of 2020 STIP Payout(1)
Corporate Goals	M. Smith		R. Simon		S. Phillips		R. Deshaies		J. Dearborn
Satisfying a Reduced Capital Expenditures ("CAPEX") Amount	40	%	40	%	16	%	20	%	16	%
Cost Containment	40	%	40	%	16	%	20	%	16	%
Health Revenue	8	%	8	%	3	%	24	%	3	%
Health Adjusted Operating Income	12	%	12	%	5	%	36	%	5	%
Business Unit Financial Goals
Fleet Capital Expenditures	—	%	—	%	30	%	—	%	—	%
Fleet Cost Containment	—	%	—	%	30	%	—	%	—	%
Corporate Payments Expenditures	—	%	—	%	—	%	—	%	30	%
Corporate Payments Cost Containment	—	%	—	%	—	%	—	%	30	%
STIP payout as a percentage of target based on 2020 corporate performance	107.6	%	107.6	%	109.0	%	108.8	%	97.0	%


			Performance Goals ($000s)						2020 Actual (Maximum 150% payout)
Corporate Goals	Weight		Threshold (50% payout)		Target Performance Goal (100% payout)		Maximum (200% payout)		Actual Performance		Actual % Performance		Payout based on Actual 2020 Performance
Satisfying a Reduced Capital Expenditures Amount(1)	40	%	$	88,396	$	84,187	$	79,978	$	83.137	112.5	%	45.0	%
Cost Containment(2)	40	%	$	56,091	$	62,323	$	68,555	$	71.663	150.0	%	60.0	%
Health Revenue(3)	8	%	$	310,300	$	365,000	$	438,000	$	357.317	93.0	%	7.4	%
Health Adjusted Operating Income(4)	12	%	$	78,200	$	92,000	$	110,400	$	96.322	111.7	%	13.4	%
Initial Weighted Average Payout Factor													125.8	%
Final Weighted Average Payout after Committee discretion													107.6	%


M. Smith			Goal Results
FY2020 Performance Results			•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Continued execution of M&A strategy with successful completion of eNett and Optal acquisition, execution of an agreement to acquire the HealthcareBank HSA assets, and also execution against integration objectives •Generated new sources of revenue, including strong new customer signings in each line of business •Continued to experience strong organic revenue growth in US Healthcare and Corporate Payments businesses, and another positive enrollment season for US Healthcare business •Approximately two-thirds of transaction volume now in the cloud •Deepened bench and ensured right skills in place to execute on growth ambitions •Employee resource groups support more than 400 employees

R. Simon			Goal Results
FY2020 Performance Results			•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions

S. Phillips			Goal Results
FY2020 Performance Results			•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions

R. Deshaies			Goal Results
FY2020 Performance Results			•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions