DEF 14A of World Kinect Corp, Apr 25, 2025

DEF 14A of World Kinect Corp

Filed Apr 25, 2025 · FY20240000950170-25-058752

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board’s objective is to maintain a membership with broad backgrounds that can best further the success of our business and represent shareholders through the exercise of sound judgment informed by a wide array of experience and perspectives. Our Board committees, with all independent members, oversee our risk management programs and our business initiatives to ensure that these are aligned with our business strategy, while our dedicated Sustainability & Corporate Responsibility Committee oversees our sustainability matters. For 2025, our director nominees are as follows:

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | Committee Membership | | | | | | Name and Primary Occupation | Independent | Age | Director Since | Diverse Director* | A | C | G | S | T | | Michael J. Kasbar Chairman and Chief Executive Officer World Kinect Corporation | | 68 | 1995 | | | | | | | | Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC | | 75 | 2002 | | | | ● | ● | ● | | Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc | | 65 | 2015 | | ● | | ● | ● | | | Sharda Cherwoo Retired Senior Partner Ernst & Young LLP | | 66 | 2020 | | ● | | ● | | ● | | Richard A. Kassar Retired Vice Chairman Freshpet, Inc. | | 78 | 2002 | | ● | ● | ● | | ● | | Jeffrey M. Kottkamp Retired Senior Partner Deloitte & Touche LLP | | 64 | 2025 | | | | | | | | John L. Manley Retired Senior Partner Deloitte & Touche LLP | | 76 | 2010 | | | | ● | | ● | | Stephen K. Roddenberry Partner Akerman LLP | | 76 | 2006 | | | ● | | | | | Paul H. Stebbins Chairman Emeritus World Kinect Corporation | | 68 | 1995 | | | | | ● | |

  4. Director Nominees

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

  5. Director Nominees

    Director Nominees We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 28 of this proxy statement. The following sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

  6. Director Nominees

    | 10 | World Kinect 2025 Proxy Statement |

  7. Director Nominees

    | Michael J. Kasbar Chairman and Chief Executive Officer | | | | Age: 68 Director Since: 1995 | Committees: None | | | BACKGROUND • Chairman of the Board since May 2014 and has served as our Chief Executive Officer since January 2012. Mr. Kasbar has also served as our President from 2011 until April 25, 2025, when Ira. M. Birns assumed the role of President. • President and Chief Operating Officer of our company from July 2002 to December 2011. • Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to July 2002, at the time our principal subsidiary engaged in the marine fuel services business. • Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company which Mr. Kasbar co-founded in 1985 with Mr. Stebbins, from September 1985 to December 1994. • A member of the Business Roundtable. • First cousin of our director, Richard A. Kassar. SKILLS & QUALIFICATIONS Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 25 years of service with us and more than 35 years of experience in the fuel services business. | | |

  8. Director Nominees

    | KEY SKILLS | | | | • Commodities Trading • Energy Industry | • Human Capital/Talent Management • Information Technology | • International Operations • Management |

  9. Director Nominees

    | Ken Bakshi Managing Partner, Trishul Capital Group LLC and Trishul Advisory Group LLC | | | | | Independent Director Age: 75 Director Since: 2002 | Committees: Compensation (Chair) Governance Sustainability & Corporate Responsibility | Technology & Operations Nominating Subcommittee (Chair) | | | BACKGROUND • Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies, since June 2003. • Chairman of the board of directors and Chief Executive Officer of Amala Inc., a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2015. • Chief Executive Officer of Row 2 Technologies, a software development firm he co-founded, from December 2002 to February 2006 and Vice Chairman thereafter until June 2009. • Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet-based marketplaces, from July 2000 to December 2002. • Senior Vice President of Wyeth (formerly known as American Home Products Corp.), a NYSE company until 2009 when it was acquired by Pfizer, Inc., from 1998 to 2000. • Prior to 1998, served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994. SKILLS & QUALIFICATIONS Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly traded corporations. | | | |

  10. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance • Human Capital/Talent Management | • Information Technology • International Operations | • Management |

  11. Director Nominees

    | World Kinect 2025 Proxy Statement | 11 |

  12. Director Nominees

    | Jorge L. Benitez Retired Chief Executive Officer, North America; Accenture plc | | | | | Independent Director Age: 65 Director Since: 2015 | Committees: Audit Governance Sustainability & Corporate Responsibility | Technology & Operations (Chair) Nominating Subcommittee | | | BACKGROUND • Retired from Accenture plc in September 2014 after more than 33 years of service. • Chief Executive Officer of North America, where he had primary responsibility for Accenture’s business and operations in North America, from 2011 to 2014. • Chief Operating Officer, Products Operating Group, the largest of Accenture’s five operating groups, from September 2006 to August 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services. • Held various senior leadership roles and other positions since joining Accenture in 1981. • Member of the board of directors of Fifth Third Bancorp (NASDAQ: FITB), since 2015, and currently serves as chairman of its technology committee and as a member of its audit, executive, and human capital and compensation committees. • Member of the board of directors of Interpublic Group of Companies (NYSE: IPG), since 2023, and currently serves as a member of its audit and compensation and leadership talent committees. SKILLS & QUALIFICATIONS Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms. | | | |

  13. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance • Corporate Governance/Other Public Company Directorship | • Human Capital/Talent Management • Information Technology | • International Operations • Management |

  14. Director Nominees

    | 12 | World Kinect 2025 Proxy Statement |

  15. Director Nominees

    | Sharda Cherwoo Retired Senior Partner, Ernst & Young LLP | | | | | Independent Director Age: 66 Director Since: 2020 | Committees: Audit Governance | Sustainability & Corporate Responsibility (Chair) Technology & Operations | | | BACKGROUND • Retired as a Senior Partner from Ernst & Young LLP (“EY”) in January 2020, after more than 37 years of service, including 28 years as a Client Service Partner with specialized industry focus in private equity, financial services, health care and emerging and disruptive technology companies. • Launched and spearheaded EY’s Intelligent Automation program from October 2015 to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY’s investments in robotic process automation (“RPA”) and digital transformation initiatives. • Founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations, from 2001 to 2004. • Member of the board of directors of The Carlyle Group Inc. (NASDAQ: CG) and its audit committee, since June 2023. • Member of the board of directors of Doma Holdings, Inc. (NYSE: DOMA) from August 2021 until January 2023 and served as a member of the audit & risk committee. • Member of the board of directors of World Quantum Growth Acquisition Corp. (NYSE: WQGA), from August 2021 until February 2023 and served as the chair of the audit committee, as well as a member of the compensation and nominating and corporate governance committees. • Member of the advisory board of Land O’Lakes Inc., a member-owned agricultural cooperative, since December 2020 and currently serves on the audit & risk committee and the policy committee. • Member of the board of directors of the International House of New York, a nonprofit board, since June 2008, and serves as the chair of the audit committee. • Serves on the nonprofit boards of Tax Analysts and the National Association of Corporate Directors - New York Chapter, and has been an Executive in Residence at Columbia Business School since 2023. • Certified Public Accountant on active status. SKILLS & QUALIFICATIONS Ms. Cherwoo brings to the Board her extensive experience in implementing and advising companies on digital transformation, talent transformation and artificial intelligence initiatives, as well as financial and tax reporting experience, and significant executive management and international experience in building, leading and operating business units. | | | |

  16. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance • Corporate Governance/Other Public Company Directorship | • Human Capital/Talent Management • Information Technology | • International Operations • Management |

  17. Director Nominees

    | World Kinect 2025 Proxy Statement | 13 |

  18. Director Nominees

    | Richard A. Kassar Retired Vice Chairman, Freshpet Inc. | | | | | Independent Director Age: 78 Director Since: 2002 | Committees: Audit Compensation | Governance Technology & Operations | | | BACKGROUND • Vice Chairman of Freshpet, Inc. (NASDAQ: FRPT), an American pet food company, from October 2020 until June 2023, and served as its Interim Chief Financial Officer from September 2022 to December 2022, its Chief Financial Officer from July 2014 to October 2020, its President from January 2011 to July 2014 and its Chief Executive Officer from October 2006 to December 2010. • Chief Financial Officer of Transformational CPG Acquisition Corp., a special purpose acquisition company, from 2021 until 2022. • Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company, from February 2002 to July 2006. • Self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands, from May 2001 to January 2002. • Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products, from December 1999 to May 2001. • Held various positions at Chock Full O’Nuts, a coffee company, from 1986 to December 1999, and most recently served as Senior Vice President and Chief Operating Officer. • Director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a Nasdaq company until March 2010, which was sold in October 2011. • Director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a Nasdaq company until August 2009, which was sold in November 2009. • First cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer. SKILLS & QUALIFICATIONS Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive. | | | |

  19. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance | • Corporate Governance/Other Public Company Directorship | • Investment Banking/Capital Markets |

  20. Director Nominees

    | Jeffrey M. Kottkamp Retired Senior Partner, Deloitte & Touche LLP | | | | Independent Director Age: 64 Director Since: 2025 | Committees: Audit (expected appointment following the Annual Meeting) | | | BACKGROUND • Retired from Deloitte & Touche LLP in 2023 after 29 years as a partner. • Vice Chair of Deloitte’s U.S. Audit Firm from 2018 to 2023 • Deloitte Global Audit & Assurance Quality Leader from 2021 to 2022 • Senior Partner, Deloitte Global Financial Services Audit Practice from 2018 to 2020 • Member of Deloitte U.S.’s Board of Directors from 2011 to 2015, and Chair of the finance and audit committee of such board from 2013 to 2015 • Managing Partner of Deloitte’s Northeast Region U.S. Audit Practice from 2009 to 2011 • Served with Deloitte in other roles of increasing responsibility beginning in 1983 SKILLS & QUALIFICATIONS Mr. Kottkamp brings to the Board extensive executive management, financial reporting, strategy, audit and regulatory compliance experience. | | |

  21. Director Nominees

    | KEY SKILLS | | | • Accounting/Finance • Corporate Governance/Other Public Company Directorships | • Investment Banking/Capital Markets • Legal and Regulatory • Management |

  22. Director Nominees

    | 14 | World Kinect 2025 Proxy Statement |

  23. Director Nominees

    | John L. Manley Retired Senior Partner, Deloitte & Touche LLP | | | | | Independent Director Age: 76 Director Since: 2010 | Committees: Audit (Chair) Governance | Technology & Operations Nominating Subcommittee | | | BACKGROUND • Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner. • Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice from 2006 to 2009. • Founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities. • Had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC, before joining Deloitte. • Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015. • A Certified Public Accountant on inactive status. SKILLS & QUALIFICATIONS Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience. | | | |

  24. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance • Corporate Governance/Other Public Company Directorship | • Commodities Trading • Legal and Regulatory | • Management |

  25. Director Nominees

    | Stephen K. Roddenberry Partner, Akerman LLP | | | | | Lead Independent Director Age: 76 Director Since: 2006 | Committees: Compensation | Governance (Chair, Lead Director) | | | BACKGROUND • Partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988. • Advises clients in corporate compliance and governance issues, public and private securities transactions, mergers and acquisitions, and private equity investments. SKILLS & QUALIFICATIONS Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities. | | | |

  26. Director Nominees

    | KEY SKILLS | | | | • Corporate Governance/Other Public Company Directorship | • Investment Banking/Capital Markets | • Legal and Regulatory |

  27. Director Nominees

    | World Kinect 2025 Proxy Statement | 15 |

  28. Director Nominees

    | Paul H. Stebbins Chairman Emeritus, World Kinect Corporation | | | | Independent Director Age: 68 Director Since: 1995 | Committees: Sustainability & Corporate Responsibility | | | BACKGROUND • Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014. • Chairman and Chief Executive Officer of our Company from July 2002 to December 2011. • President and Chief Operating Officer of our Company from August 2000 to July 2002. • President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to August 2000, at the time our principal subsidiary engaged in the marine fuel services business. • Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985 with Mr. Kasbar, from September 1985 to December 1994. • Member of the board of directors of First Solar, Inc. (NASDAQ: FSLR) since December 2006 and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees. • A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and member of the Board of Advisors of Silkroad founded by Yo-Yo Ma (silkroad.org). • Founding member of FixUSNow (FixUSNow.org) and member of the Council on Foreign Relations (CFR.org). SKILLS & QUALIFICATIONS Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 25 years of service to our Company and more than 35 years of experience in the fuel services business. | | |

  29. Director Nominees

    | KEY SKILLS | | | | • Accounting/Finance • Energy Industry • Investment Banking/Capital Markets | • Commodities Trading • International Operations • Human Capital/Talent Management | • Corporate Governance/Other Public Company Directorships • Management |

  30. Director Nominees

    | 16 | World Kinect 2025 Proxy Statement |

  31. Director Nominees

    | Corporate Governance | |

  32. Director Compensation and Ownership Guidelines

    Director Compensation and Ownership Guidelines

  33. 2024 Director Compensation Table

    2024 Director Compensation Table

  34. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Ken Bakshi | 177,847 | 205,006 | 382,853 | | Jorge L. Benitez | 174,306 | 195,019 | 369,325 | | Sharda Cherwoo | 144,236 | 195,019 | 339,256 | | Richard A. Kassar | 135,000 | 185,006 | 320,006 | | John L. Manley | 165,000 | 200,026 | 365,026 | | Stephen K. Roddenberry | 170,000 | 195,019 | 365,019 | | Jill B. Smart | 110,000 | 185,006 | 295,006 | | Paul H. Stebbins | 107,847 | 175,019 | 282,867 |

  35. 2024 Director Compensation Table

    1. The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2024. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2021 Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 12 to the notes to the consolidated financial statements in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2024. 2. The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2024 was as follows:

  36. 2024 Director Compensation Table

    | Name | RSUs | Stock Units(a) | Total Units(b) | | Ken Bakshi(a) | 24,418 | 4,718 | 29,136 | | Jorge L. Benitez | 7,362 | — | 7,362 | | Sharda Cherwoo | 7,362 | — | 7,362 | | Richard A. Kassar | 23,663 | — | 23,663 | | John L. Manley | 9,300 | — | 9,300 | | Stephen K. Roddenberry | 24,041 | — | 24,041 | | Jill B. Smart | 6,984 | — | 6,984 | | Paul H. Stebbins | 6,607 | — | 6,607 |

  37. 2024 Director Compensation Table

    a. Includes 4,718 stock units for Mr. Bakshi, which represent stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan. b. For a discussion of the applicable vesting terms of these RSUs and stock units, please see the “Security Ownership of Certain Beneficial Owners and Management” table and related footnotes for each director beginning on page 92.

  38. INCREASED FINANCIAL WEIGHTING IN ANNUAL INCENTIVE PROGRAM AND SIMPLIFIED STRATEGIC OBJECTIVES

    INCREASED FINANCIAL WEIGHTING IN ANNUAL INCENTIVE PROGRAM AND SIMPLIFIED STRATEGIC OBJECTIVES As previewed in last year’s proxy statement, and in response to shareholder feedback received, we enhanced our 2024 annual incentive program ("2024 Annual Incentive Program" or "2024 AIP") by increasing the weighting of the financial performance metrics from 60% to 75%, with the strategic objectives weighting reduced from 40% to 25%. We also simplified the strategic objectives component by substantially reducing the number of objectives, with each objective

  39. INCREASED FINANCIAL WEIGHTING IN ANNUAL INCENTIVE PROGRAM AND SIMPLIFIED STRATEGIC OBJECTIVES

    | World Kinect 2025 Proxy Statement | 47 |

  40. INCREASED FINANCIAL WEIGHTING IN ANNUAL INCENTIVE PROGRAM AND SIMPLIFIED STRATEGIC OBJECTIVES

    weighted based on the Compensation Committee’s assessment of the significance of its contribution to our long-term ability to create shareholder value.

  41. 2024 ANNUAL CASH INCENTIVE PAYOUTS WERE BELOW TARGET

    2024 ANNUAL CASH INCENTIVE PAYOUTS WERE BELOW TARGET Payouts for the NEOs under the 2024 Annual Incentive Program were earned at 66% of target overall: the financial component was earned at 58% of target (after accounting for the sale of the Avinode Group and its portfolio of aviation fixed-based operator software products (the "Avinode disposal group”) as described further below under “AIP Performance Determinations”); and strategic objectives were earned at 88% of target.

  42. 2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS WERE EARNED

    2022-2024 PERFORMANCE-BASED RESTRICTED STOCK UNITS WERE EARNED Our 2024 adjusted earnings per share ("adjusted EPS") results of $2.18, combined with adjusted return on invested capital ("ROIC") of >7.5%, resulted in 2022-2024 performance-based restricted stock units ("PRSUs") earned at 112% of target. Adjusted return on invested capital (“ROIC”) is a non-GAAP financial measure defined as adjusted operating income (less minority interest) after tax, divided by average invested capital, which includes total debt plus equity less excess cash. This is the first time our NEOs’ PRSU awards have been earned since the 2017-2019 awards, which vested in 2020.

  43. Executive Compensation Practices

    | Rigorous performance targets and metrics | Both the achievement and formulaic payout calculation of adjusted EBITDA performance under our 2024 AIP were below target. While 2022-2024 PRSUs were earned above target, the performance targets had been set at very challenging levels, with threshold and target performance levels set at between 45% and 60% above actual adjusted prior year EPS. | | Multi-year vesting and performance periods | Our service-based restricted stock units (“RSUs”) are generally subject to multi-year vesting periods. Our PRSUs generally have three-year performance periods, with additional post-vesting holding requirements. | | Prohibition on hedging, and short sales | We prohibit short sales and hedging of shares by executives. Pledged shares do not count towards compliance with our stock ownership guidelines. | | Stock ownership and retention guidelines | We have robust stock ownership guidelines for our NEOs, including a seven times annual base salary requirement for our CEO, five times annual base salary requirement for our CFO, and three times annual base salary requirement for other executive officers. In addition, our executive officers are required to retain 50% of any net shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier). | | No repricing | We do not allow repricing or buy-outs of underwater stock options or stock appreciation rights without shareholder approval. | | Clawback policy | We have a clawback policy that complies with SEC rules and NYSE listing standards for our Section 16 officers, including the NEOs, for the recovery of certain erroneously awarded performance-based incentive compensation. | | No extensive perquisites | We do not provide extensive perquisites to our NEOs. | | No tax gross-ups on perquisites or change of control benefits | We do not provide tax gross-ups on perquisites or change of control benefits. | | Double-trigger change of control provisions, with no liberal change of control definitions | We have double-trigger change of control provisions in employment arrangements and for the acceleration of equity awards. These arrangements do not contain liberal change of control definitions. | | No pension or other supplemental benefits | We do not provide defined benefit pension or supplemental retirement plan benefits. | | Annual compensation risk assessment | The Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The Compensation Committee directly retains an independent compensation consultant that reports directly to the Compensation Committee. |

  44. Elements of Compensation

    Elements of Compensation Our Compensation Committee uses a variety of compensation elements (annual base salary, annual incentive program, and long-term incentive program) to establish individual target total direct compensation for each of our NEOs. For 2024, the Compensation Committee has continued the strong focus it has had for many years on shareholder alignment, maintaining the same program as in 2023, with the exception of the increase in the financial component of the 2024 Annual Incentive Program. The table below provides an overview of our 2024 compensation program elements, along with the purpose and material terms of each of these elements.

  45. Elements of Compensation

    | Element | | | | Purpose | Form of Payout | Material Terms | | Fixed | | Annual Base Salary | | Provide a competitive level of fixed compensation. | Cash | Reflects internal pay equity considerations and may be increased periodically based on factors such as market conditions, changes in roles or expansion of duties. | | Variable | Short-Term | Annual Incentive | Profitability Metric | Motivate executives to achieve superior financial | Cash | Represents 75% of AIP (increased from 60% in 2023) | | | | Program (AIP) | | performance over a one-year period. | | Earned based on achievement of adjusted EBITDA | | | | | | | | Payouts against target range from 40% at threshold to 200% at maximum | | | | | Strategic Objectives | Motivate and reward achievement of strategic | Cash | Represents 25% of AIP (reduced from 40% in 2023) | | | | | | goals that contribute to our long-term growth and | | Earned based on pre-established and Board-approved strategic objectives | | | | | | operational excellence. | | Payouts capped at 100% of target | | | Long- | Annual Long- | PRSUs | Incentivize executives to | Equity- | Represents 60% of annual LTIP award | | | Term | Term Incentive | | sustain long-term | based | Vests after a 3-year performance period | | | | Program (LTIP) | | performance. | | Earned based on adjusted EPS, with a modifier based on adjusted ROIC | | | | | | | | Payouts against target range from 40% at threshold to 200% at maximum | | | | | | | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting | | | | | RSUs | Provide a retention incentive that promotes | Equity-based | Represents 40% of the annual LTIP award | | | | | | sustained stock ownership | | Vest ratably over 3 years | | | | | | and alignment with stock price performance. | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting |

  46. Annual Incentive Program (“AIP”)

    Annual Incentive Program (“AIP”) We pay performance-based annual cash incentive awards to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. Annual cash incentive awards are earned according to the achievement of Company-wide financial metrics and Company-wide strategic objectives. Our Compensation Committee selects performance metrics that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving sustainable long-term growth and value for shareholders. For the 2024 AIP, the Compensation Committee continued to use a combination of adjusted EBITDA performance and strategic objectives that it believes will contribute to sustainable growth over the long term. The Compensation Committee believes that adjusted EBITDA remains an appropriate metric as it is a strong indicator of our business’ financial performance and is one of the key financial metrics provided to our investors as measurements of our current and future operational success. In order to foster a culture of collaboration with a shared focus and commitment, the Compensation Committee determined that it would continue to utilize adjusted EBITDA as the performance metric for our NEOs’ 2024 AIP awards but that the strategic objective component would be simplified by substantially reducing the number of objectives, in response to feedback from our shareholders.

  47. Increased Weighting of Financial Metric in 2024 Annual Incentive Program

    Increased Weighting of Financial Metric in 2024 Annual Incentive Program As reported in last year’s proxy statement, in response to shareholder feedback received during our engagement meetings conducted in the fall of 2023 (and into early 2024), the Compensation Committee increased the weighting of the financial performance metric (adjusted EBITDA) in the 2024 AIP from 60% to 75%, with the strategic objectives weighting reduced from 40% to 25%. The Compensation Committee believes that this higher weighting is consistent with best practice and appropriate in light of our continued focus on operating efficiency and driving sustained growth. As in prior years, payout on the adjusted EBITDA metric could range from 0% to a maximum of 200% of target, depending on Company performance during 2024.

  48. Increased Weighting of Financial Metric in 2024 Annual Incentive Program

    | World Kinect 2025 Proxy Statement | 51 |

  49. Increased Weighting of Financial Metric in 2024 Annual Incentive Program

    | 2023 | | 2024 | | | | |

  50. Increased Weighting of Financial Metric in 2024 Annual Incentive Program

    Our 2024 AIP annual cash incentive opportunity was based (1) 75% on adjusted EBITDA performance (increased from 60% in 2023) and (2) 25% on achievement of pre-established strategic objectives (reduced from 40% in 2023). While the adjusted EBITDA performance is subject to a maximum payout of 200%, the strategic objectives are subject to a maximum payout of only 100%, resulting in an effective combined maximum payout of 175% for 2024 AIP awards. Following the end of the performance year, the Compensation Committee determines the extent to which the financial and strategic objectives have been met and any subsequent amounts to be paid out.

  51. Simplified Strategic Objectives with Weightings and Payout Percentages

    Simplified Strategic Objectives with Weightings and Payout Percentages We have also simplified the strategic objectives component for 2024 by substantially reducing the number of objectives, with each objective weighted based on the Compensation Committee’s assessment of the significance of the objective’s contribution to our ability to create long-term shareholder value. Performance for each objective is evaluated by the Compensation Committee in accordance with a rating scale with each rating corresponding to a payout percentage ranging from 0% to 100%. An overall weighted average payout percentage under the strategic objectives component of the AIP is then calculated, with the payout percentage remaining capped at 100% of target.

  52. Annual Cash Incentive Opportunity

    Annual Cash Incentive Opportunity The table below reflects 2024 AIP target annual cash incentive opportunity amounts for our NEOs, which, other than with respect to the mix between financial performance and strategic objectives, remain unchanged from 2023:

  53. Annual Cash Incentive Opportunity

    | | Annual Cash Incentive Opportunity | | | | | | | | | 2023 | | | 2024 | | | | | NEO | Adjusted EBITDA Performance (60%) ($) | Strategic Objectives (40%) ($) | Total ($) | Adjusted EBITDA Performance (75%) ($) | Strategic Objectives (25%) ($) | Total ($) | % Change from 2023 to 2024 | | Kasbar | 1,050,000 | 700,000 | 1,750,000 | 1,312,500 | 437,500 | 1,750,000 | No change | | Birns | 450,000 | 300,000 | 750,000 | 562,500 | 187,500 | 750,000 | No change | | Rau | 450,000 | 300,000 | 750,000 | 562,500 | 187,500 | 750,000 | No change |

  54. Annual Cash Incentive Opportunity

    | 52 | World Kinect 2025 Proxy Statement |

  55. 2024 AIP Performance Determinations

    2024 AIP Performance Determinations

  56. Adjusted EBITDA Performance Assessment

    | | | | | Initial | | | Adjusted for Avinode Sale | | | | Performance Level (Payout %) | Threshold (40%) | Target (100%) | Maximum (200%) | Actual (1) | Achievement % (vs. Target) | Payout (%) | Adjusted | Achievement % (vs. Target) | Payout % | | Adjusted EBITDA (% of Target) | $350.0M (85%) | $412.0M (100%) | $480.0M (117%) | $361.5M | 88% | 52% | $368.0M | 89% | 58% |

  57. Strategic Objectives Performance Assessment

    | Category | Weighting (% of Target AIP) | | Portfolio | 15% | | People | 5% | | Process | 5% | | Total | 25% |

  58. Strategic Objectives Performance Assessment

    | Rating | Payout % | | Met Expectations | 100% | | Mostly Met Expectations | 80% | | Partially Met Expectations | 60% | | Did Not Meet Expectations | 0% |

  59. Strategic Objectives Performance Assessment

    | Category & Description (Weighting) | Objectives | | Weighting % | Achievements | Compensation Committee Rating (Payout %) | | Portfolio (15%) Sharpen the portfolio of business offerings (“Portfolio”) and allocation of capital to achieve the best positioning for a 12-60 month return and growth trajectory | Stack rank the Portfolio by assessing both internal and external financial, commercial, organizational and other factors | 1. Target 80% of business offerings to meet positive financial and commercial criteria | 5% | • Achieved 90% of Gross Profit as positive Economic Value Added (EVA) by continuing to sharpen portfolio. | Met Expectations (100%) | | | | 2. Complete at least one sale and exit of non-core activities to generate cash and strategically reallocate resources (e.g., to repay debt, reduce interest expense, etc.) | 5% | • Completed the Avinode sale and exited certain low margin bulk fuel business. Also completed the sale of our operations in Brazil, which had been a significant source of earnings volatility in recent years. | Met Expectations (100%) | | | | 3. Complete at least one strategic acquisition and successfully integrate people, systems and processes within 120 days | 5% | • Acquired the general aviation fuel and EPIC Card business from EPIC Fuels in October 2024. | Mostly Met Expectations (80%) | | People (5%) Enterprise alignment of all employees’ roles, annual goals & objectives to Portfolio within a common operating model | Ensure that 100% of eligible employees have established role-based objectives aligned with Portfolio and business strategy and financial targets | | 5% | • 98%+ completion rate • Catalogued 15,000 objectives across 3,000 employees. Conducted analysis to identify common topics and confirmed that majority of objectives are aligned to strategic objectives and financial targets. | Mostly Met Expectations (80%) | | Process (5%) Improvements in operating efficiency and effectiveness | Enhance contractual safeguards against enterprise losses via documented processes, smart workflows, and progressive automation through contract management system, improving transaction terms and reducing risk, while increasing speed to market | | 5% | • Operationalized end-to-end contracting processes via centralized flow management, global NDAs and new product approval. • Implemented a lower cost / high performing Center of Excellence combining legal support, contract management and technology platform development. • Established an Enterprise Contract Management (ECM) project team, leading multiple product reviews and proof of concept testing for solutions providers. • Implemented a low-code internal solution as a bridge between manual contract processes and a potential external ECM solution. | Mostly Met Expectations (80%) | | Overall Strategic Objectives Payout % (weighted average of individual objective payout percentages) | | | | | 88% |

  60. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program

  61. Annual Long-Term Incentive Program

    | As in prior years, for the 2024 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 opportunity 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 approximately 60% of the target LTIP opportunity value and RSUs with a fair market value of approximately 40% of the target LTIP opportunity value. The service-based RSUs generally vest annually in equal installments over a three-year period beginning on the first anniversary of the grant date. The PRSUs are generally based on Company performance in respect of selected financial metrics over a three-year period are earned and vest after the end of the performance period once the Compensation Committee has determined the extent to which the performance goals have been achieved. | |

  62. Annual Long-Term Incentive Program

    The table below shows the 2024 target LTIP opportunity value for each of our NEOs, which is unchanged from 2023.

  63. Annual Long-Term Incentive Program

    | | Long-Term Incentive Opportunity | | | | | 2024 | | | | NEO | Target PRSUs (60%) (1) ($) | Service-Based RSUs (40%) (1) ($) | Total ($) | | Kasbar | 2,700,000 | 1,800,000 | 4,500,000 | | Birns | 930,000 | 620,000 | 1,550,000 | | Rau | 930,000 | 620,000 | 1,550,000 |

  64. Annual Long-Term Incentive Program

    1. The number of RSUs and target PRSUs awarded is calculated by dividing the respective target LTIP opportunity value by the grant date fair market value of our common stock, as defined in the World Kinect 2021 Omnibus Plan ("2021 Omnibus Plan"). Please refer to the Grants of Plan-Based Awards table for the actual number of target PRSUs and RSUs granted.

  65. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs

  66. 2024 – 2026 PRSUs

    In early 2024, the Compensation Committee determined the threshold, target and maximum adjusted EPS levels for the 2024 – 2026 performance period based on our rigorous internal targets and confidential operating plan, which was developed to support the achievement of our publicly disclosed 2026 financial targets. As in prior years, the Compensation Committee remains committed to disclose a full set of performance ranges and achieved results upon completion of the performance period. Adjusted EPS targets for all performance levels were increased generally by 9 – 12% from those used for the 2023 – 2025 PRSUs, with the maximum performance set at a level that could only be attained when applicable results are exceptional and justify the higher payout. The Compensation Committee then established the adjusted ROIC performance levels—which were also increased from the 2023 – 2025 PRSU award levels—that would be utilized to adjust the number of PRSUs that would be earned within the ranges set forth below in respect of the level of adjusted EPS achieved for the performance period. In the event that performance falls anywhere between the foregoing levels, linear interpolation is applied to determine the appropriate payout. For 2024, the payout percentages at the threshold level were set above those utilized in 2023 in light of the increase to all adjusted EPS target levels, as well as the increase in the adjusted ROIC modifier range. Consequently, as shown below, the payouts for threshold level performance, as adjusted for ROIC, increased from a range of 30% to 50% in 2023 to a range of 40% to 60% in 2024. The table below sets forth the payout ranges for the 2024 – 2026 PRSUs.

  67. Change to the 2025 Executive Compensation Program

    Change to the 2025 Executive Compensation Program During 2024, in order to help ensure continued alignment with market best practices, the Compensation Committee, together with its independent compensation consultant, conducted an extensive comparative review of our executive compensation program with a specific focus on the type of financial metrics used in our short-term and long-term incentive programs. For the comparative review, the Compensation Committee relied on publicly available data from our compensation comparison companies, as well as the S&P 1500 and top 250 companies in the S&P 500. Following the review, the Compensation Committee determined to refine our performance-based RSU target-setting methodology to better reward sustained long-term performance. Beginning with the 2025 – 2027 performance-based RSUs, the adjusted EPS growth metric, which measured adjusted EPS in the final performance year, will be replaced with a cumulative growth target, measuring adjusted EPS for each year of the three-year performance period additively (in the form of a three-year average); likewise, the ROIC modifier will change from a single year growth target to a three-year average target.

  68. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In connection with the setting of 2024 executive compensation, the Compensation Committee engaged and received advice and assistance from its independent compensation consultant, Compensation Strategies, Inc. ("Compensation Strategies"). Compensation Strategies provides services solely to the Compensation Committee and reports directly and exclusively to the Compensation Committee. The Compensation Committee has assessed the independence of Compensation Strategies pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that Compensation Strategies' work for the Compensation Committee does not raise any conflict of interest.

  69. Role of Independent Compensation Consultant

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  70. Role of Independent Compensation Consultant

    For 2024, Compensation Strategies provided assistance to the Compensation Committee generally as follows: • assisted in the preparation and review of quantitative analysis used in the compensation setting process; • assisted in reviewing the compensation comparison companies group for 2024; • assisted in developing a competitive analysis of our NEO compensation; • assisted with the design of the NEOs’ annual and long-term compensation plans; • provided recommendations for the 2024 compensation for our NEOs; • performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program; • reviewed the CD&A in the annual proxy statement; • provided general advice on agreements or other documents the Compensation Committee was asked to approve; and • provided updates on regulatory developments and market trends related to executive compensation.

  71. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Our Compensation Committee believes that it is important to protect our intellectual capital. However, we do not have an employment agreement with any of our NEOs except for Mr. Kasbar, whose agreement has been in place since 2008. In November 2022, in connection with our grant of the 2022 Transformational Awards, we entered into an Amended and Restated Employment Agreement with Mr. Kasbar that eliminated his modified single-trigger provisions relating to a change of control and created a term for the agreement. As a result, Mr. Kasbar’s change of control benefits are subject to a “double-trigger,” and he receives a severance payment only if he is terminated without cause or he terminates for “good reason” within 24 months of a change of control (key terms are defined in the employment agreement). Our other NEOs are a party to a severance agreement or participate in our executive severance policy that provides consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such arrangements following termination of employment. The Compensation Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also believes these arrangements are appropriate and necessary to attract and retain these executives. The Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 68 of this proxy statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.

  72. Equity Grant Practices

    Equity Grant Practices No stock options or stock appreciation rights were granted in 2024. Equity awards for our NEOs are typically granted in March of each year on or about the 15th or 31st. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10.

  73. Equity Grant Practices

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  74. Equity Grant Practices

    Under the terms of the 2021 Omnibus Plan and its predecessor equity incentive plans, we are not permitted to cancel outstanding stock options or stock-settled stock appreciation rights (“SSARs”) for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.

  75. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2024, 2023 and 2022 according to the rules promulgated by the SEC.

  76. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(1)(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Michael J. Kasbar | 2024 | 1,000,000 | 4,500,018 | — | 1,146,500 | 9,531 | 48,685 | 6,704,733 | | Chairman and | 2023 | 1,000,000 | 4,500,008 | — | 1,250,000 | 9,428 | 42,807 | 6,802,243 | | Chief Executive Officer | 2022 | 979,167 | 11,560,815 | — | 2,625,000 | 3,497 | 103,859 | 15,272,338 | | Ira M. Birns | 2024 | 700,000 | 1,550,023 | — | 491,500 | — | 33,261 | 2,774,784 | | President and | 2023 | 700,000 | 1,550,020 | — | 543,000 | — | 30,291 | 2,823,311 | | Chief Financial Officer | 2022 | 608,333 | 3,812,809 | — | 1,012,500 | — | 28,402 | 5,462,044 | | John P. Rau | 2024 | 700,000 | 1,550,023 | — | 491,500 | — | 29,022 | 2,770,545 | | Chief Operating Officer | 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 |

  77. Summary Compensation Table

    1. The amounts shown for 2024 represent the estimated aggregate grant date fair value of the 2024 awards granted to the NEOs. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in our 2021 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 10 to the consolidated financial statements for the 2021 fiscal year and Note 12 to the consolidated financial statements for the 2022, 2023, and 2024 fiscal years, in each case in Item 15 of the respective Annual Reports on Form 10-K. 2. For 2024, the Stock Awards column for the NEOs reflects the service-based RSUs and the three-year PRSUs that were awarded in March 2024, and reflects an assumption that the required performance goals for the PRSUs will be achieved at target levels. The grant date fair values for the PRSUs issued to the NEOs in 2024, assuming achievement of maximum performance are as follows: for Mr. Kasbar, $5,400,032; and $1,860,017 each for Messrs. Birns and Rau. A determination of the amount of the PRSUs, if any, that will be earned will be made in March 2027. See “Grants of Plan Based Awards Table” for more information. For 2022, the column includes the Transformational Awards that were granted in November 2022 ($6,059,802 for Mr. Kasbar; and $1,696,751 each for Messrs. Birns and Rau). For accounting purposes, the grant date fair value of the Transformation Awards is based on a Monte Carlo valuation. Consequently, the grant date fair values included in the Summary Compensation Table differ from the target values approved by the Compensation Committee. 3. For 2024, this amount reflects an annual cash incentive award earned by each NEO. 4. For 2024, reflects interest accrued for 2024 in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (“Kasbar Accrued Interest”). The portion reflected in this column for 2024 is the portion of the Kasbar Accrued Interest that constitutes “above market earnings” within the meaning of the applicable SEC rules for 2024. The full amount of the Kasbar Accrued Interest is reflected in the “Non-Qualified Deferred Compensation” table on page 67 of this proxy statement. Details of the 2024 amounts are set forth below in the “All Other Compensation Table”.

  78. Summary Compensation Table

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  79. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our NEOs during the year ended December 31, 2024.

  80. Grants of Plan-Based Awards

    | | | | 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 | 02/28/2024 | 525,000 | 1,312,500 | 2,625,000 | (1) | — | — | — | — | — | | | n/a | 02/28/2024 | — | — | 437,500 | (2) | — | — | — | — | — | | | 03/28/2024 | 02/28/2024 | — | — | — | PRSU(3) | 40,832 | 102,080 | 204,160 | — | 2,700,016 | | | 03/28/2024 | 02/28/2024 | — | — | — | RSU(4) | — | — | — | 68,053 | 1,800,002 | | Ira M. Birns | n/a | 02/28/2024 | 225,000 | 562,500 | 1,125,000 | (1) | — | — | — | — | — | | | n/a | 02/28/2024 | — | — | 187,500 | (2) | — | — | — | — | — | | | 03/28/2024 | 02/28/2024 | — | — | — | PRSU(3) | 14,064 | 35,161 | 70,322 | — | 930,008 | | | 03/28/2024 | 02/28/2024 | — | — | — | RSU(4) | — | — | — | 23,441 | 620,014 | | John P. Rau | n/a | 02/28/2024 | 225,000 | 562,500 | 1,125,000 | (1) | — | — | — | — | — | | | n/a | 02/28/2024 | — | — | 187,500 | (2) | — | — | — | — | — | | | 03/28/2024 | 02/28/2024 | — | — | — | PRSU(3) | 14,064 | 35,161 | 70,322 | — | 930,008 | | | 03/28/2024 | 02/28/2024 | — | — | — | RSU(4) | — | — | — | 23,441 | 620,014 |

  81. Grants of Plan-Based Awards

    1. The amounts shown reflect the threshold, target and maximum payouts that could have been earned as annual performance-related cash incentive awards under the 2024 AIP. For 2024, our adjusted EBITDA resulted in a formulaic earning of the adjusted EBITDA portion of the incentive at 58% of target. Please see the discussion regarding the compensation programs for the NEOs beginning on page 50 of this proxy statement for additional information. 2. The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards under the 2024 AIP. For 2024, strategic objectives were earned at 88% of maximum. Please see the discussion regarding the compensation programs for the NEOs beginning on page 50 of this proxy statement for additional information. The amounts shown reflect the PRSU awards that in general can be earned under the LTIP at the threshold, target and maximum levels based on adjusted EPS, as modified by our adjusted ROIC performance, for the three-year period beginning on January 1, 2024 and ending on December 31, 2026. Depending on the percentage of adjusted ROIC achieved for the period, the range of payout based on adjusted EPS will be as follows: (i) threshold— 40% to 60% of target, (ii) target—80% to 120% of target, and (iii) maximum—160% to 200% of target.

  82. Grants of Plan-Based Awards

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  83. Grants of Plan-Based Awards

    The amounts shown reflect the 2024 RSUs issued to our NEOs, which are subject to service-based vesting and generally vest one-third annually beginning in March 2025. 5. The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2021 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Equity awards granted in 2024 are described more fully in the "Compensation Discussion and Analysis" section of this Proxy Statement. More information concerning the terms of the NEOs' employment arrangements is provided under the "Compensation Discussion and Analysis" subsection entitled "Severance and Change of Control Benefits."

  84. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards at fiscal year-end, or December 31, 2024, for our NEOs.

  85. Outstanding Equity Awards at Fiscal Year-End

    | | | 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 ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Michael J. Kasbar | 03/15/2020 | 145,349 | — | — | 23.39 | 3/15/2025 | — | — | — | — | | | 03/15/2022 | — | — | — | — | — | 13,147 | 361,674 | — | — | | | 03/15/2022 | — | — | — | — | — | 23,641 | 650,364 | — | — | | | 03/15/2023 | — | — | — | — | — | 50,063 | 1,377,233 | — | — | | | 03/28/2024 | — | — | — | — | — | 68,053 | 1,872,138 | — | — | | | 03/15/2022 | — | — | — | — | — | 106,383 | 2,926,596 | 127,660 | 3,511,916 | | | 11/10/2022 | — | — | — | — | — | 181,160 | 4,983,712 | 90,580 | 2,491,856 | | | 03/15/2023 | — | — | — | — | — | 112,641 | 3,098,754 | 112,641 | 3,098,754 | | | 03/28/2024 | — | — | — | — | — | 102,080 | 2,808,221 | 51,040 | 1,404,110 | | Ira M. Birns | 03/15/2022 | — | — | — | — | — | 7,434 | 204,509 | — | — | | | 03/15/2022 | — | — | — | — | — | 8,143 | 224,014 | — | — | | | 03/15/2023 | — | — | — | — | — | 17,244 | 474,382 | — | — | | | 03/28/2024 | — | — | — | — | — | 23,441 | 644,862 | — | — | | | 03/15/2022 | — | — | — | — | — | 36,644 | 1,008,076 | 43,973 | 1,209,692 | | | 11/10/2022 | — | — | — | — | — | 50,725 | 1,395,445 | 25,363 | 697,722 | | | 03/15/2023 | — | — | — | — | — | 38,799 | 1,067,360 | 38,799 | 1,067,360 | | | 03/28/2024 | — | — | — | — | — | 35,161 | 967,279 | 17,581 | 483,640 | | John P. Rau | 03/15/2022 | — | — | — | — | — | 5,945 | 163,547 | — | — | | | 03/15/2022 | — | — | — | — | — | 6,042 | 166,215 | — | — | | | 03/15/2023 | — | — | — | — | — | 17,244 | 474,382 | — | — | | | 03/28/2024 | — | — | — | — | — | 23,441 | 644,862 | — | — | | | 03/15/2022 | — | — | — | — | — | 27,187 | 747,914 | 32,624 | 897,497 | | | 11/10/2022 | — | — | — | — | — | 50,725 | 1,395,445 | 25,363 | 697,722 | | | 03/15/2023 | — | — | — | — | — | 38,799 | 1,067,360 | 38,799 | 1,067,360 | | | 03/28/2024 | — | — | — | — | — | 35,161 | 967,279 | 17,581 | 483,640 |

  86. Outstanding Equity Awards at Fiscal Year-End

    1. The RSUs generally vest in either three equal annual installments beginning on the first anniversary of the grant date or on a three-year cliff basis (subject to any applicable performance conditions), except for the November 10, 2022 Transformational Awards for Messrs. Kasbar, Birns and Rau, the vesting for which is described below in note (3). All of these RSUs are subject to earlier vesting upon a change of control or qualifying termination of employment. The amounts in this column are based on the closing price of our common stock on December 31, 2024 of $27.51.

  87. Outstanding Equity Awards at Fiscal Year-End

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  88. Outstanding Equity Awards at Fiscal Year-End

    This amount reflects the number of PRSUs that would be earned by the NEO based on the target level of performance (in the case of the 2022 and 2023 PRSUs) or threshold level (in the case of the 2024 PRSUs and the November 2022 Transformational Awards) for the three-year period beginning with the year of the grant. With the exception of the November 10, 2022 Transformational Awards, any earned portion will vest on the date after December 31st of the third year of the performance period, when the Compensation Committee certifies in writing the extent to which the requisite performance level has been achieved for the performance period based upon our audited financial statements, but in no event later than March of that year. For the November 10, 2022 Transformational Awards for Messrs. Kasbar, Birns and Rau, any earned awards will vest 50% on the date on which the Compensation Committee determines the extent to which the performance goal has been achieved following the three-year performance period, with the remaining 50% of any earned awards vesting on the fourth anniversary of the grant date. The 2022 Transformational Awards are "at-risk" PRSUs that are earned from 0% to 200% based on our absolute TSR over a three-year performance period, with TSR measured as the volume-weighted average trading price for the 30 consecutive trading days prior to each of the grant date and the end of the performance period.

  89. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the stock awards that vested during the year ended December 31, 2024 for our NEOs.

  90. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Michael J. Kasbar | 93,960 | 2,382,329 | | Ira M. Birns | 27,371 | 680,990 | | John P. Rau | 21,915 | 545,245 |

  91. Option Exercises and Stock Vested

    1. The amounts shown in this column reflect the number of RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEO's tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of our common stock: Mr. Kasbar—56,984, Mr. Birns—18,395 and Mr. Rau—15,115. 2. The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of RSUs that vested. The value realized does not represent cash received by the NEO; rather, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.

  92. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer our executives and other senior employees based in the U.S. an opportunity to defer compensation under our non-qualified deferred compensation plan, or NQDCP. Pursuant to the NQDCP, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any “excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDCP. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. Participants may elect, depending on whether their termination is in connection with retirement or otherwise, to receive deferred amounts in a lump sum, in annual installments over a period of up to ten years, or in a partial lump sum with the balance paid in installments. However, these payments are accelerated upon a change of control or the death of the participant. None of the NEOs participated in the NQDCP for 2024. The following table sets forth non-qualified deferred compensation during the year ended December 31, 2024 for the NEOs set forth below.

  93. Non-Qualified Deferred Compensation

    | 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 | 25,509 | 320,877 | | Ira M. Birns | 0 | — | — | | John P. Rau | 0 | — | — |

  94. Non-Qualified Deferred Compensation

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  95. Non-Qualified Deferred Compensation

    Mr. Kasbar’s prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar’s employment terminates or the employment agreement expires), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute “above market earnings” within the meaning of the applicable SEC rules, is reflected in the “Summary Compensation Table” on page 64 of this proxy statement.

  96. Potential Payments Upon Termination of Employment or Change of Control

    Potential Payments Upon Termination of Employment or Change of Control Our amended and restated employment agreement with Mr. Kasbar (“Kasbar Agreement”) and executive severance agreement with Mr. Birns (“Birns Agreement”) each provide for the payment of certain compensation and benefits in the event of the termination of the executive’s employment, the amount of which varies depending upon the reason for such termination. In lieu of entering into a separate executive severance agreement with Mr. Rau in connection with his promotion to executive officer, our Board adopted an Executive Severance Policy (“ESP”) applicable to Mr. Rau and other executives that the Compensation Committee may subsequently designate as participating executives (“ESP Executive”). The ESP provides for the payment of certain severance payments and benefits in the event of a termination of such executives’ employment in certain specified circumstances. Each of the Kasbar Agreement, the Birns Agreement and the ESP provides for certain benefits (1) if the NEO’s employment is terminated due to death or disability, (2) if the NEO’s employment is terminated by the Company without “cause” (as that term is defined in the relevant agreement or arrangement) or (3) if the NEO terminates his employment with “good reason” (as that term is defined in the relevant agreement or arrangement, which by definition for Mr. Rau must occur within two years after a Change of Control has occurred). If the employment of Mr. Kasbar or Mr. Rau is terminated without “cause” or for “good reason” within two years after a Change of Control, then the severance benefits are slightly higher. The actual amounts of such payments are set forth in the table below the relevant definitions.

  97. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table The estimated payments and benefits that would be provided to each of the NEOs pursuant to their respective agreements or the ESP, as the case may be, as a result of (1) termination by the Company for “cause” or by the executive without “good reason”, (2) termination by the Company without cause, (3) termination by the executive for “good reason”, (4) termination by the Company without “cause” or by the executive for “good reason” within two (2) years of a “change of control”, and (5) termination due to death or disability are set forth in the table below. Calculations for this table are based on the assumption that the termination and "change of control" took place on December 31, 2024. In order to receive the benefits set forth below, an executive must satisfy any post-termination obligations and certain restrictive covenants for a specified period of time after the termination event for any cash severance payment to be made. We have the right to not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.

  98. Potential Payments Upon Termination Table

    | | Severance Payment(1) ($) | Pro-Rata Bonus(2) ($) | Medical Benefits(3) ($) | Total(4) ($) | | Michael J. Kasbar | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause(5) or by Executive for Good Reason | 5,500,000 | 1,146,500 | | 6,646,500 | | Termination by Company Without Cause or by Executive for Good Reason within two years of a Change of Control | 8,250,000 | 1,146,500 | | 9,396,500 | | Death or Disability | | 1,146,500 | | 1,146,500 | | Ira M. Birns | | | | | | Termination by Company for Cause or by Executive Without Good Reason | | | | | | Termination by Company Without Cause or by Executive for Good Reason | 1,400,000 | 491,500 | 48,154 | 1,939,654 | | Termination by Company Without Cause or by Executive for Good Reason within two years of a Change of Control | 1,400,000 | 491,500 | 48,154 | 1,939,654 | | Death or Disability | | 491,500 | | 491,500 | | John P. Rau | | | | | | Termination by Company for Cause or by Executive Without Good Reason | | | | | | Termination by Company Without Cause | 1,400,000 | 326,500 | 39,872 | 1,766,372 | | Termination by Company Without Cause or by Executive for Good Reason(6) within two years of a Change of Control | 1,400,000 | 514,000 | 39,872 | 1,953,872 | | Death or Disability | | 514,000 | 39,872 | 553,872 |

  99. Potential Payments Upon Termination Table

    1. The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant circumstances. For Messrs. Birns and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2024), payable over a 24-month period. The amounts in this column are the annual incentives payable to the NEO, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the NEO’s employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2024. For Mr. Rau this amount reflects the amounts earned by the NEO for the year-ended December 31, 2024, other than any annual incentives that may be earned based on achievement of non-financial objectives, which are payable at target only in the case of death or disability or upon a termination without cause or for good reason within the two-year period following a change of control.

  100. Potential Payments Upon Termination Table

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  101. Potential Payments Upon Termination Table

    Each NEO is entitled to receive continuation of their medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. 4. The totals in this column do not include (i) additional amounts payable to the executive under the Company’s other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a “change of control”. Specifically, in accordance with the Company’s policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned annual incentive upon any separation from us. Please see “Non-Qualified Deferred Compensation” table beginning on page 67 for an explanation of this amount. 5. If Mr. Kasbar’s employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without “cause”. 6. As discussed above, our ESP defines “good reason” to have occurred only if certain events have happened within two years after a “change of control” has occurred. Consequently, for Mr. Rau, any termination by him of his employment absent a “change of control” would be deemed a termination without “good reason”.

  102. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO, Michael J. Kasbar. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. As of December 31, 2022, our employee population consisted of approximately 5,200 individuals working at the Company and our subsidiaries, of which approximately half were located in the U.S. In 2023, we selected December 31, 2022, the last day of our 2022 fiscal year, as the determination date for identifying the median employee for purposes of our 2023 proxy statement. We identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions and the portion of long-term cash awards paid in 2022) paid to all of our employees globally (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Accordingly, the median employee for 2022 was a full-time, salaried employee in the United States. In identifying the median employee for fiscal 2023, we did not repeat the process conducted in early 2023 to identify the median employee, as we believed there had been no change in our employee population or employee compensation arrangements that would have significantly impacted the pay ratio disclosure. Nonetheless, due to a change in such median employee's circumstances, as permitted by the SEC rules, we selected a different median employee for 2023 whose compensation was substantially similar to the compensation of the previously identified median employee, based on the methodology used to select the original median employee identified for fiscal year 2022. In identifying the median employee for fiscal 2024, we again did not repeat the process conducted in early 2022 to identify both the original median employee and the median employee identified for 2023, as we continue to believe there has been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. Accordingly, the median employee in 2024 is the same person as the median employee identified for 2023, and was a full-time, salaried employee in the United States. Once we confirmed our 2024 median employee, we then calculated the 2024 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2024 was approximately $66,241. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 101 to 1.

  103. CEO Pay Ratio

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  104. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about “compensation actually paid” (or “CAP”) for 2024 for this proxy statement's NEOs, as well as for our named executive officers for 2023, 2022, 2021 and 2020 (each, including 2024, a "Covered Year"), as defined by SEC rules, and certain of our financial performance results for the Covered Years. The CAP amounts disclosed in the table below may not necessarily reflect the final compensation that our NEOs actually received for their service in the Covered Years. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  105. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  106. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($M) | Adj. EBITDA ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 6,704,733 | 11,853,643 | 2,772,665 | 4,428,945 | 70.01 | 177.30 | 67.40 | 361.50 | | 2023 | 6,802,243 | (1,164,913) | 2,821,871 | 551,939 | 56.55 | 167.71 | 52.90 | 386.40 | | 2022 | 15,272,338 | 14,196,826 | 3,722,299 | 3,112,615 | 66.22 | 169.96 | 114.10 | 380.30 | | 2021 | 5,141,566 | 4,046,678 | 1,797,915 | 1,687,476 | 62.87 | 102.56 | 73.70 | 241.30 | | 2020 | 6,514,957 | (7,068,994) | 2,134,192 | (3,412,451) | 72.87 | 66.32 | 109.60 | 261.40 |

  107. PAY VERSUS PERFORMANCE

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our principal executive officer (“PEO”), for the respective years shown. Our CEO, Michael J. Kasbar, was our PEO for each of the Covered Years shown in the table.

  108. PAY VERSUS PERFORMANCE

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  109. PAY VERSUS PERFORMANCE

    Column (c). CAP for our PEO in each of the Covered Years reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each Covered Year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2025, 2024, 2023, 2022 and 2021 annual meetings of shareholders.

  110. PAY VERSUS PERFORMANCE

    | PEO (Mr. Kasbar) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 6,704,733 | 6,802,243 | 15,272,338 | 5,141,566 | 6,514,957 | | Less: Grant date fair value of equity awards granted during the Covered Year, as reported in SCT | (4,500,018) | (4,500,008) | (11,560,815) | (3,100,053) | (4,532,078) | | Plus: Fair value of outstanding equity awards granted during the Covered Year—value at end of the Covered Year | 4,767,127 | 3,067,214 | 11,996,540 | 2,152,321 | 4,541,174 | | +/-: Change in fair value from prior year-end to Covered Year-end of outstanding and unvested equity awards granted in prior Covered Years | 4,635,052 | (5,887,591) | (1,187,768) | (1,246,494) | (11,159,476) | | Plus: Fair value at vesting of equity awards granted during Covered Year that vested during Covered Year | 0 | 0 | 0 | 0 | 0 | | +/-: Change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested during Covered Year | 246,749 | (646,771) | (323,469) | 1,099,338 | (2,433,571) | | Less: Fair value as of prior year-end of equity awards granted prior to Covered Year that were forfeited during Covered Year | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid ($) | 11,853,643 | (1,164,913) | 14,196,826 | 4,046,678 | (7,068,994) |

  111. PAY VERSUS PERFORMANCE

    Equity Valuations: For PRSUs, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (d). The following non-PEO NEOs are included in the average figures shown for each of 2022, 2021 and 2020: Ira M. Birns, John P. Rau, Jeffrey P. Smith and Michael J. Crosby. For 2023 & 2024, only Ira M. Birns and John P. Rau are included.

  112. PAY VERSUS PERFORMANCE

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  113. PAY VERSUS PERFORMANCE

    Column (e). Average CAP for our non-PEO NEOs in each Covered Year reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2025, 2024, 2023, 2022 and 2021 annual meetings of shareholders.

  114. PAY VERSUS PERFORMANCE

    | | See Column (d) note above | | | | | | Non-PEO NEOs | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 2,772,665 | 2,821,871 | 3,722,299 | 1,797,915 | 2,134,192 | | Less: Grant date fair value of equity awards granted during the Covered Year, as reported in SCT | (1,550,023) | (1,550,020) | (2,466,782) | (685,051) | (1,091,209) | | Plus: Fair value of outstanding equity awards granted during the Covered Year—value at end of the Covered Year | 1,642,028 | 1,056,497 | 2,239,264 | 459,667 | 823,037 | | +/-: Change in fair value from prior year-end to Covered Year-end of outstanding and unvested equity awards granted in prior Covered Years | 1,512,525 | (1,693,374) | (250,606) | (120,417) | (4,737,137) | | Plus: Fair value at vesting of equity awards granted during Covered Year that vested during Covered Year | 0 | 0 | 0 | 0 | 0 | | +/-: Change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested during Covered Year | 51,750 | (83,034) | (11,460) | 235,362 | (541,334) | | Less: Fair value as of prior year-end of equity awards granted prior to Covered Year that were forfeited during Covered Year | 0 | 0 | (120,100) | 0 | 0 | | Compensation Actually Paid ($) | 4,428,945 | 551,939 | 3,112,615 | 1,687,476 | (3,412,451) |

  115. PAY VERSUS PERFORMANCE

    Equity Valuations: For PRSU awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of World Kinect for the measurement periods ending on December 31 of each Covered Year. TSR for the Company and the peer group in column (g) was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Energy Index for the measurement periods ending on December 31 of each Covered Year. Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2024, 2023, 2022, 2021 and 2020. Column (i). Company-selected Measure is adjusted EBITDA, which is described below.

  116. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

  117. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

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  118. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA Listed below are the financial measures which in our assessment represent the most important financial performance measures we used in 2024 to link CAP to our NEOs to the Company’s performance.

  119. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    | Financial Performance Measures | Explanation | | Adjusted EPS | Adjusted diluted earnings per common share is a non-GAAP financial measure computed by dividing adjusted net income attributable to World Kinect and available to common shareholders by the sum of the weighted average number of shares of common stock, stock units, restricted stock entitled to dividends not subject to forfeiture and vested restricted stock units outstanding during the period and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. | | Adjusted ROIC | Adjusted return on invested capital is a non-GAAP financial measure defined as adjusted operating income (less minority interest) after tax, divided by average invested capital, which includes total debt plus equity less excess cash. | | Adjusted EBITDA | Adjusted earnings before interest, taxes, depreciation and amortization is a non-GAAP financial measure defined as net income (loss) including noncontrolling interest and excluding the impact of interest, income taxes, and depreciation and amortization, in addition to acquisition and divestiture related expenses, costs associated with restructuring activities (including all costs associated with exit activities), impairments, gains or losses on sale of businesses, integration costs, non-operating legal settlements, and costs associated with the Finnish bid error. |

  120. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

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  121. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

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