World Kinect Corp DEFR14A, filed Apr 29, 2024

World Kinect Corp (WKC)

DEFR14A 2024-04-29

View Original

Added on October 27, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Items of Business		Board Recommendation
1	To elect as directors the nine nominees named in the attached proxy statement	“FOR” each Director Nominee
2	To approve, on a non-binding advisory basis, the compensation of our named executive officers	“FOR”
3	To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2024 fiscal year	“FOR”


Notice of Annual Meeting of Shareholders			1
Proxy Summary			3
Proposal No. 1 — Election of Directors			10
Director Nominees			10
Corporate Governance			19
Board and Committee Governance			19
Committees of the Board			24
Director Nomination Process			28
Board’s Role in Strategy and Risk			31
Information Concerning Executive Officers			43
Letter from the Chair of the Compensation Committee			44
Compensation Discussion and Analysis			46
Executive Compensation Tables			64
Proposal No. 2 — Non-Binding, Advisory Vote on Executive Compensation			73
Proposal No. 3 — Ratification of Independent Registered Public Accounting Firm			74
Audit Committee Pre-Approval Policy			75
Report of the Audit Committee			76
Security Ownership of Certain Beneficial Owners and Management			77
Other Compensation Matters			80
Questions and Answers About Voting			85
Other Matters			88


A – Audit	S – Sustainability & Corporate Responsibility	– Chair
C – Compensation	T – Technology & Operations	l – Member
G – Governance	* – Includes women and ethnic minorities


INDEPENDENCE OF THE BOARD			AGE DIVERSITY OF INDEPENDENT DIRECTORS			AVERAGE TENURE OF INDEPENDENT DIRECTORS			GENDER DIVERSITY OF INDEPENDENT DIRECTORS


			Annual Incentive Program(2)
NEOs	Annual Base Salary ($)	Long-Term Incentive(1) ($)	Amount ($)	% of Target		Total ($)
Michael J. Kasbar Chairman, President and CEO	1,000,000	4,500,000	1,250,000	71	%	6,750,000
Ira M. Birns Executive Vice President and CFO	700,000	1,550,000	543,000	72	%	2,793,000
John P. Rau Executive Vice President Global Aviation, Land and Marine	700,000	1,550,000	543,000	72	%	2,793,000


			By Order of the Board of Directors WORLD KINECT CORPORATION

			Amy Quintana Avalos Senior Vice President, Chief Sustainability Business Officer and Corporate Secretary



			“As the world moves towards a cleaner energy landscape, the biggest challenge facing our industry is also our biggest opportunity: the global need for more sustainable and affordable forms of energy. Sustainability is not something we take lightly; it is a business imperative, and we are actively integrating it throughout our entire organization.” – Michael J. Kasbar, Chairman and Chief Executive Officer



			•No changes to CEO 2023 target total compensation •Compensation Committee applied discretion to reduce 2023 annual incentive payout •2021-2023 long-term performance equity awards forfeited in their entirety •Compensation Committee adopted a clawback policy •We listened and responded to our shareholders ◦Enhanced our disclosure in this proxy statement to provide a greater level of transparency ◦Simplified the strategic objectives component of the 2024 annual incentive program by substantially reducing the number of objectives



						BOARD’S ROLE IN OVERSEEING COMPENSATION RISKS In addition, each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.



						BOARD’S ROLE IN OVERSEEING SUSTAINABILITY RISKS AND OPPORTUNITIES Our sustainability and corporate responsibility initiatives are directed by both Board and management-level oversight. As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. In 2018, we established our Sustainability Management Committee, which is a cross-functional committee composed of senior leaders and subject matter experts from across our business who collaborate to identify priorities, set goals and drive the implementation of our sustainability strategy and objectives. In 2020, our Board established the Sustainability & Corporate Responsibility Committee as a standing committee dedicated to the oversight of material sustainability issues for the Company. This committee is a reflection of our commitment to embed sustainability and corporate responsibility as an integral part of our business strategy for long-term value creation and ensures that our Board has sufficient fluency in how we assess and manage environmental and social risks, such as climate change and diversity, equity and inclusion. The Sustainability & Corporate Responsibility Committee is composed solely of independent directors and is responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company. Our management team regularly updates the Sustainability & Corporate Responsibility Committee on climate-related risks and opportunities within our businesses and reviews our strategic plans for transitioning our business model to a net zero economy. Throughout the year, they also advise the Committee of our progress on meeting our established goals and objectives, including the actions we are taking to reduce our GHG emissions within our operations and the key drivers of any year-over-year variances. The committee also receives reports from various business leaders on topics such as the latest developments and status of renewable and lower carbon fuels within the transportation sector, as well as any new sustainability solutions being developed to support our customers in meeting their own carbon reduction goals. The Sustainability & Corporate Responsibility Committee is also responsible for monitoring our progress against the goals and targets we establish and reviewing disclosures regarding our position, approach and reporting of Sustainability Matters, such as our sustainability report.



						BOARD OVERSIGHT OF CYBERSECURITY AND DATA PRIVACY RISKS Our commitment to cybersecurity risk management and sound governance of cybersecurity and other information security-related risks is reflected at the highest levels of our company. This commitment begins with our Board, which plays a key role in providing oversight of our business practices and related risks, while remaining informed as we evolve and new risks emerge over time Our Audit Committee and our Technology & Operations Committee have been delegated responsibility for monitoring and oversight of the information technology and cybersecurity components of our risk assessment and risk management programs. The independent directors comprising our Audit Committee and our Technology & Operations Committee: regularly review our cybersecurity and related information technology risks, controls and procedures, including data protection and privacy and our plans to mitigate cybersecurity risks and to respond to data breaches; provide expertise and insight regarding technology and operations systems and processes that relate to or affect our internal control systems, information security, data protection and privacy, fraud and cybersecurity risks; and assist management in developing our risk management methodologies and the steps taken to identify, monitor and control such exposures. Our Chief Information Officer (“CIO”) and our Chief Information Security Officer (“CISO”) are responsible for our company’s overall information security activities and cyber risk programs. Our CISO reports to our CIO and leads our cyber and data-related incident response activities. Our current CIO and CISO each have more than 25 years of experience in the digital and information technology field. We have a cross-functional approach to addressing cybersecurity risk, with our information technology, legal, and internal audit functions regularly presenting to the Audit Committee and Technology & Operations Committee on key cybersecurity topics. Our CISO, together with our CIO and other members of the senior leadership in our information technology organization, also provide these committees with regular updates on at least a quarterly basis, and more often as needed. These reports include topics such as analyses of recent cybersecurity threats and incidents across the industry, as well as a review of our own security controls, assessments and program maturity, and risk mitigation status. Our cybersecurity policies, standards, processes, and practices are robust and comprehensive, aligning with the National Institute of Standards and Technology Cybersecurity Framework. We have achieved ISO 27001 certification, demonstrating our commitment to security. Our cybersecurity program also includes a detailed control catalog that maps to several other frameworks, providing a broad and thorough approach to managing cyber risks. We proactively conduct internal vulnerability scans, penetration tests, and breach simulation exercises, reinforcing our controls and our readiness to respond to potential threats. Recognizing the complexity and evolving nature of cybersecurity threats, we regularly engage with a range of external experts, including cybersecurity consultants, auditors and advisers, in evaluating and testing our risk management systems. Our collaboration with these third parties includes cybersecurity audits and testing, threat assessments and tabletop exercises, along with regular consultation on security enhancements. As a global company, we are also committed to respecting individual privacy and complying with applicable data privacy laws throughout the world, such as the European Union’s General Data Protection Regulation, UK Data Protection Act, and the California Consumer Privacy Act. That is why we provide the disclosures found in our Privacy Policy and why we maintain a variety of processes aimed at properly collecting, storing, and processing personal data belonging to our employees, customers, business partners, and anyone else with whom we do business in accordance with applicable laws and our contractual obligations. To that end, to protect our data, including personal data, we maintain comprehensive information security and data privacy programs, with a balanced portfolio of defenses designed to prevent, detect, and respond to cybersecurity threats. Additionally, we carry appropriate levels of cyber risk insurance as a level of assurance and for risk mitigation. To our knowledge, we have not experienced any material losses relating to cybersecurity attacks.



			We are honored for the recognition our veteran programs and continued support of military service members has received in recent years: •Military and Spouse Friendly Company by Military Friendly® in the US •UK’s Armed Forces Covenant Employer Recognition Scheme – Silver Award •Soldier On Australia Platinum Pledge Partner


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1)(2) ($)	Total ($)
Ken Bakshi	175,000	195,001	370,001
Jorge L. Benitez	180,000	195,001	375,001
Sharda Cherwoo	130,000	175,020	305,020
Richard A. Kassar	135,000	175,020	310,020
John L. Manley	165,000	190,000	355,000
Stephen K. Roddenberry	170,000	185,022	355,022
Jill B. Smart	110,000	175,020	285,020
Paul H. Stebbins	105,000	165,017	270,017


Name	RSUs	Stock Units(a)	Total Units(b)
Ken Bakshi(a)	24,984	14,091	39,075
Jorge L. Benitez	8,305	—	8,305
Sharda Cherwoo	7,454	—	7,454
Richard A. Kassar	24,133	—	24,133
John L. Manley	9,841	—	9,841
Stephen K. Roddenberry	24,559	—	24,559
Jill B. Smart	7,454	—	7,454
Paul H. Stebbins	7,028	—	7,028


Name and Current Position	Age	Year First Became Executive Officer
Michael J. Kasbar Chairman, President and Chief Executive Officer	67	1995
Ira M. Birns Executive Vice President and Chief Financial Officer	61	2007
John P. Rau Executive Vice President, Global Aviation, Land and Marine	61	2016


Table of Contents


CHIEF EXECUTIVE OFFICER			AVERAGE OF OTHER NEOS


			Name			Title
			Michael J. Kasbar			Chairman, President and Chief Executive Officer
			Ira M. Birns			Executive Vice President and Chief Financial Officer
			John P. Rau			Executive Vice President, Global Aviation, Land and Marine


Executive Summary			47
Principles of Our Executive Compensation Program			47
2023 Executive Compensation Highlights			47
2023 Performance Highlights			49
Executive Compensation Practices			50
Overview of the 2023 Executive Compensation Program			51
Annual Base Salary			52
Annual Incentive Program			52
2023 AIP Performance Determinations			53
Adjusted EBITDA Performance Assessment			53
Strategic Objectives Performance Assessment			53
Compensation Committee Exercise of Discretion			55
Annual Long-Term Incentive Program			55
2023 – 2025 PRSUs			56
2021 – 2023 PRSUs			57
Changes to the 2024 Executive Compensation Program in Response to Shareholder Feedback			58
Annual Compensation Setting Process			59
Evaluating Compensation Program Design Using Compensation Comparison Companies			59
Role of Independent Compensation Consultant			60
Employee Benefits and Executive Perquisites			61
Other Compensation Practices			62
Clawback Policy			62
Equity Grant Practices			62
Stock Ownership Policies			62
Derivatives, Hedging and Pledging Transactions			63
Compensation Committee Report			63
Executive Compensation Tables			64


			What We Heard from Shareholders			Actions Taken in Response

			Expressed concerns about the initial lack of performance metrics disclosure for the 2022 Transformational Award for the CEO			•We disclosed performance metrics for the Transformational Awards in the supplemental proxy materials filed on June 7, 2023, which was positively received by investors. •The Compensation Committee reaffirms that special awards should be rare and commits not to grant additional special equity awards to executives absent compelling circumstances. The Compensation Committee also expects that any future special awards will be accompanied by a robust disclosure of the underlying performance objectives. In addition, the Compensation Committee commits not to modify the 2022 Transformational Awards metrics during the term of the awards and, based on the unique factors that led to the 2022 Transformational Awards, does not believe that these one-time awards are indicative of future equity award levels.


			What We Heard from Shareholders			Actions Taken in Response

			Expressed a preference for a higher weighting allocation toward the financial metric in the annual incentive program			•We increased the weighting of the financial performance metrics in the 2024 annual incentive program from 60% to 75%, with the strategic objectives weighting reduced from 40% to 25%.

			Requested greater transparency around the strategic objectives and achieved performance results used to inform the annual incentive program payouts			•We enhanced our disclosure in this proxy statement to provide a greater level of transparency around specific strategic objectives, achieved results, and determination of final payouts. •For the 2024 annual incentive program, we simplified the strategic objectives component by substantially reducing the number of objectives. Each objective is: weighted based on the Compensation Committee’s assessment of the significance of the objective’s contribution to our long-term ability to create shareholder value; evaluated and rated by the Compensation Committee; and assigned a payout percentage ranging from 0% to 100%. The overall weighted average payout under the strategic objectives component of the annual incentive program is then calculated, capped at 100% of target.

			Emphasized the importance of adopting a clawback policy			•We have adopted a New York Stock Exchange (“NYSE”) compliant clawback policy that generally requires our NEOs (among others) to repay certain variable performance-based incentive compensation payments received during a three fiscal-year recovery period preceding a financial restatement, in the event of a financial restatement.


Adjusted EBITDA $ MM			Operating Cash Flow $ MM			Capital Return to Shareholders(1) $ MM


Our 2023 AIP annual cash incentive opportunity was based (1) 60% on adjusted EBITDA performance and (2) 40% on achievement of pre-established qualitative and quantitative strategic objectives. While the adjusted EBITDA performance is subject to a maximum payout of 200%, the strategic objectives are subject to a maximum payout of 100%, resulting in an effective combined maximum payout of 160%. Following the end of the performance year, the Compensation Committee determines the extent to which the financial metric and strategic objectives have been met and any subsequent amounts to be paid out. As discussed above, for 2023, the Compensation Committee, in consultation with its independent compensation consultant, reviewed compensation targets for our compensation comparison group and determined to increase the annual cash incentive opportunity for Mr. Birns in recognition of his critical contributions to the strategic and financial performance of the Company and increase Mr. Rau’s annual cash incentive opportunity due to his significantly increased responsibilities for the commercial business following another executive’s departure from the Company.


	Annual Cash Incentive Opportunity
	2022			2023
NEO	Adjusted EBITDA Performance (60%) ($)	Strategic Objectives (40%) ($)	Total ($)	Adjusted EBITDA Performance (60%) ($)	Strategic Objectives (40%) ($)	Total ($)	% Change from 2022 to 2023
Kasbar	1,050,000	700,000	1,750,000	1,050,000	700,000	1,750,000	No change
Birns	405,000	270,000	675,000	450,000	300,000	750,000	11	%
Rau	390,000	260,000	650,000	450,000	300,000	750,000	15	%


	Opportunity	Calculated					Actual after Committee Discretion
NEO	Annual Incentive Total ($)	EBITDA Performance (@ 91% Payout) ($)	Strategic Objectives (@ 78% Payout) ($)	Total ($)	% of Total Opportunity		Committee Negative Discretion ($)	Final Amount Awarded ($)	% of Total Opportunity
Kasbar	1,750,000	954,000	546,000	1,500,000	86	%	(250,000)	1,250,000	71	%
Birns	750,000	408,500	233,500	643,000	86	%	(100,000)	543,000	72	%
Rau	750,000	408,500	233,500	643,000	86	%	(100,000)	543,000	72	%


For the 2023 long-term incentive program (“LTIP”), the Compensation Committee approved a mix of PRSUs and RSUs to balance retention and alignment with long-term value creation. The Compensation Committee believes that service-based RSUs, which are tied to a fixed number of shares on the grant date, provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance, while PRSUs incentivize and reward executives for long-term sustained performance. Under the LTIP, the Compensation Committee approves a target LTIP value, which is denominated in dollars, and then executives are granted PRSUs (that can be earned from 0% to 200% of target) with a fair market value of 60% of the target LTIP value and RSUs with a fair market value of 40% of the target LTIP value. The service-based RSUs generally vest annually in equal installments over a three-year period beginning on the first anniversary after the grant date. The PRSUs are generally based on Company performance in respect of selected financial metrics over a three-year period and vest on the date after the end of the performance period once the Compensation Committee has determined the extent to which the performance goal has been achieved.


	Long-Term Incentive Opportunity
	2022	2023
NEO	Total ($)	Target PRSUs (60%) (1) ($)	Service-Based RSUs (40%) (1) ($)	Total ($)	Change from 2022 ($)
Kasbar	4,500,000	2,700,000	1,800,000	4,500,000	No change
Birns	1,550,000	930,000	620,000	1,550,000	No change
Rau	1,150,000	930,000	620,000	1,550,000	+400,000


	Adjusted ROIC Performance Level
Threshold	30	%	40	%	50	%
Target	80	%	100	%	120	%
Maximum	160	%	180	%	200	%


Performance Level	Threshold	Target	Maximum	Actual
Adjusted EPS	$2.05	$2.30	$2.95	$1.95
Payout (With ROIC modifier)	(30% - 50%)	(80% -120%)	(160% - 200%)	0	%


2023 Comparison Companies (n=19)
Atlas Air Worldwide Holdings, Inc.	J.B. Hunt Transport Services, Inc.	Ryder System, Inc
C. H. Robinson Worldwide, Inc.	Kirby Corporation	Southwestern Energy Company
Delek US Holdings, Inc.	Landstar System, Inc.	Sysco Corporation
Expeditors International of Washington, Inc.	PBF Energy Inc.	United Natural Foods, Inc.
HF Sinclair Corporation	PDC Energy Inc.	W.W. Grainger, Inc.
Hub Group, Inc.	Performance Food Group Corporation	XPO Logistics, Inc.
	Range Resources Corporation


			Position			Multiple of Base Salary
			Chief Executive Officer			7x
			Chief Financial Officer			5x
			All Other Executive Officers			3x


			Ken Bakshi, Chair Richard A. Kassar Stephen K. Roddenberry Jill B. Smart April 16, 2024


Name and Principal Position	Year	Salary(1) ($)	Stock Awards(2)(3) ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation(4) ($)	Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($)	All Other Compensation(6) ($)	Total ($)
Michael J. Kasbar Chairman, President and Chief Executive Officer	2023	1,000,000	4,500,008	—	1,250,000	9,428	42,807	6,802,243
	2022	979,167	11,560,815	—	2,625,000	3,497	103,859	15,272,338
	2021	900,000	3,100,053	—	1,099,000	2,706	39,807	5,141,566
Ira M. Birns Executive Vice President and Chief Financial Officer	2023	700,000	1,550,020	—	543,000	—	30,291	2,823,311
	2022	608,333	3,812,809	—	1,012,500	—	28,402	5,462,044
	2021	600,000	1,040,053	—	614,000	—	31,019	2,285,071
John P. Rau Executive Vice President, Global Aviation, Land and Marine	2023	700,000	1,550,020	—	543,000	—	27,411	2,820,431
	2022	608,333	3,299,397	—	1,005,000	—	25,288	4,938,018
	2021	600,000	590,061	—	534,875	—	24,374	1,749,310


Name	Insurance & Health Benefits(1) ($)	Country Club Membership Dues ($)	Matching Contributions to 401(k)(2) ($)	Total ($)
Michael J. Kasbar	15,894	17,013	9,900	42,807
Ira M. Birns	13,008	7,383	9,900	30,291
John P. Rau	10,128	7,383	9,900	27,411


			Estimated Possible Payouts Under Non-Equity Incentive Plan Awards				Estimated Future Payouts Under Equity Incentive Plan Awards
Name	Grant Date	Committee Approval	Threshold ($)	Target ($)	Maximum ($)	Award Type	Threshold (#)	Target (#)	Maximum (#)	All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards(5) ($)
Michael J. Kasbar	n/a	02/22/2023	367,500	1,050,000	2,100,000	(1)
	n/a	02/22/2023	—		700,000	(2)
	03/15/2023	02/22/2023				PRSU(3)	33,792	112,641	225,282		2,700,005
	03/15/2023	02/22/2023				RSU(4)				75,094	1,800,003
Ira M. Birns	n/a	02/22/2023	157,500	450,000	900,000	(1)
	n/a	02/22/2023	—		300,000	(2)
	03/15/2023	02/22/2023				PRSU(3)	11,640	38,799	77,598		930,012
	03/15/2023	02/22/2023				RSU(4)				25,866	620,008
John P. Rau	n/a	02/22/2023	157,500	450,000	900,000	(1)
	n/a	02/22/2023	—		300,000	(2)
	03/15/2023	02/22/2023				PRSU(3)	11,640	38,799	77,598		930,012
	03/15/2023	02/22/2023				RSU(4)				25,866	620,008


		Option Awards					Stock Awards
		Number of Securities Underlying Unexercised Options		Equity Incentive Plan Awards					Equity Incentive Plan Awards
Name	Equity Award Grant Date	Exercisable (#)	Unexercisable (#)	Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested(1) (#)	Market Value of Shares or Units of Stock That Have Not Vested(2)(3) ($)	Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($)
Michael J. Kasbar	03/15/2019	109,290			29.68	3/15/2024
	03/15/2020	145,349			23.39	3/15/2025
	03/15/2021						3,731	84,992
	03/31/2021						28,410	647,180
	03/15/2022						26,294	598,977
	03/15/2022						47,282	1,077,084
	03/15/2023						75,094	1,710,641
	03/31/2021						48,296	1,100,183	24,148	550,091
	03/15/2022						106,383	2,423,405	31,915	727,021
	11/10/2022						181,160	4,126,825	90,580	2,063,412
	03/15/2023						112,641	2,565,962	56,321	1,282,981
Ira M. Birns	03/15/2021						3,172	72,258
	03/15/2022						14,868	338,693
	03/15/2022						16,286	370,995
	03/15/2023						25,866	589,227
	03/31/2021						19,887	453,026	9,944	226,513
	03/15/2022						36,644	834,750	10,993	250,425
	11/10/2022						50,725	1,155,516	25,363	577,758
	03/15/2023						38,799	883,841	19,400	441,921
John P. Rau	03/15/2021						1,306	29,751
	03/15/2022						11,890	270,854
	03/15/2022						12,084	275,274
	03/15/2023						25,866	589,227
	03/31/2021						12,785	291,242	6,393	145,621
	03/15/2022						27,187	619,320	8,156	185,796
	11/10/2022						50,725	1,155,516	25,363	577,758
	03/15/2023						38,799	883,841	19,400	441,921


Name	Executive Contributions in Last Fiscal Year ($)	Aggregate Earnings in Last Fiscal Year ($)	Aggregate Balance at Last Fiscal Year-End ($)
Michael J. Kasbar(1)	0	23,212	295,431
Ira M. Birns	0	—	—
John P. Rau	0	—	—