DEF 14A of Corpay, Inc., Apr 26, 2024

DEF 14A of Corpay, Inc.

Filed Apr 26, 2024 · FY20230001140361-24-022325

Open on EDGAR

  1. YOUR VOTE IS IMPORTANT

    | 01. SUMMARY | | 5 | | | Proposals and Board Recommendations | 5 | | 02. CORPAY AT A GLANCE | | 6 | | | Our Vision | 6 | | | Our Mission | 6 | | | Our Strategy | 7 | | | Our Performance | 7 | | | Our Board of Directors | 8 | | | Forward-Leaning Corporate Governance | 8 | | | Forward-Leaning Compensation Practices | 8 | | | Shareholder Engagement Results | 9 | | | Our Commitment to Culture, Diversity, Equity, Inclusion, Belonging and Sustainability | 11 | | | Culture | 11 | | | Diversity, Equity, Inclusion & Belonging | 11 | | | Talent Acquisition | 12 | | | Talent Development | 12 | | | Health and Wellness | 13 | | | Voice of the Employee | 13 | | | Sustainability | 13 | | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | | 16 | | | Our Board of Directors | 16 | | | Director Nominees | 17 | | | Evaluation and Evolution of Our Board | 21 | | | Board Meetings and Committees | 21 | | | Board Committee Membership | 22 | | | Audit Committee | 22 | | | Compensation Committee | 22 | | | Nomination and Governance Committee | 23 | | | Executive and Acquisitions Committee | 23 | | | Information Technology and Security Committee | 23 | | | Risk Oversight | 23 | | | Director Independence | 24 | | | 2023 Director Compensation | 24 | | | Director Qualifications | 25 | | | Director Nomination Process | 26 | | | Governance Policies | 26 | | 04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT | | 27 | | 05. COMPENSATION DISCUSSION AND ANALYSIS | | 29 | | | Leadership Transitions in 2023 | 29 | | | Navigating the Opportunities of 2023 | 30 | | | Responsiveness to 2023 Say-On-Pay Vote | 30 | | | 2019-2023 CEO Equity Compensation | 32 | | | CEO Long-Term Equity Compensation Awards | 32 | | | Shareholder Outreach Generally | 33 | | | Forward-Leaning Compensation Practices | 33 | | | Components of Compensation and Target Direct Compensation Mix | 35 | | | Target Mix of Compensation | 36 | | | Equity Compensation in Prior Fiscal Years | 37 | | | Key Elements of 2023 Named Executive Officer Compensation | 38 | | | Base Salary | 38 | | | Annual Incentive | 38 | | | 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award | 39 | | | Equity Awards | 44 | | | 2021 Performance Stock Option Award for CEO | 44 | | | Other NEOs’ 2023 Equity Awards | 44 | | | Performance Period for Non-CEO Equity Awards | 44 | | | Performance Share Grants | 44 | | | Special Restricted Stock Awards | 45 | | | Performance-Based Restricted Stock Unit (RSU) Grants | 45 | | | Stock Option Grants | 46 | | | Other Compensation and Benefits | 46 | | | Process to Review, Revise, and Set Compensation | 47 | | | Compensation Peer Group | 47 | | | Information on Other Compensation-Related Topics | 48 |

  2. Our Board of Directors

    Our Board of Directors In order to oversee our complex, global business, our Board is comprised of experienced individuals who are engaged in their duties and invested in our Company’s success. Our Board recognizes the importance of independence from management and ensures its responsiveness to shareholders by directly connecting directors’ interests with those of our shareholders. Our Board and management have taken a long-term view toward shareholder engagement and recognize that continuous solicitation and consideration of shareholder feedback is critical to driving growth and creating shareholder value. As a result, we regularly engage with our shareholders throughout the year by multiple means to encourage ongoing, meaningful dialogue. We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (https://investor.corpay.com) where you will find detailed information about our corporate governance practices, including our key governance documents listed below:

  3. Our Board of Directors

    | | Code of Business Conduct and Ethics |

  4. Our Board of Directors

    | | Policy Regarding Interested Party Communications with the Board of Directors |

  5. Our Board of Directors

    | | Corporate Governance Guidelines |

  6. Our Board of Directors

    | | Insider Trading Policy |

  7. Our Board of Directors

    | | Board Committee Charters |

  8. Our Board of Directors

    The reports and other information contained on websites referred to in this proxy statement (other than to the extent specifically referred to herein as required by the rules of the NYSE or the SEC) are not part of this proxy solicitation and are not incorporated by reference into this proxy statement or any other proxy materials.

  9. Forward-Leaning Compensation Practices

    | | Target annual cash incentives generally at or below peer median |

  10. Forward-Leaning Compensation Practices

    | | Different performance metrics for different compensation components |

  11. Forward-Leaning Compensation Practices

    | | Incentive payouts tied closely to achieving published guidance |

  12. Forward-Leaning Compensation Practices

    | | No repricing or cashing out of underwater stock options or stock appreciation rights |

  13. Forward-Leaning Compensation Practices

    | | Below-market severance policies |

  14. Forward-Leaning Compensation Practices

    | | Utilize an independent compensation consultant |

  15. Our Board of Directors

    Our Board of Directors Our Board currently consists of eleven highly accomplished and engaged members. Except for our CEO, all of our directors are independent under the NYSE rules. The average tenure of our director nominees since the Company’s initial public offering is nine years, and the average age of our director nominees is 65. We continually focus on Board composition to ensure an appropriate mix of tenure and expertise that provides fresh perspectives and significant industry, functional, and subject matter experience. The complexity of our global business requires oversight by experienced, informed individuals that understand the industry and challenges, and our Company on a deep level. Our directors’ diverse backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight to, our senior management team.

  16. Our Board of Directors

    | DIRECTOR EXPERIENCE | | | | | Payments, financial services and fintech | 10 of 11 | | | Informed about industry | | | | Finance & accounting | 8 of 11 | | | Understands the financial complexities of our business | | | | Accomplished operating executives | 6 of 11 | | | Have successfully led companies, functions, or entire enterprises | | | | Technology & innovation | 10 of 11 | | | Equipped to respond to rapidly changing technology | | | | Cyber & information security | 7 of 11 | | | Committed to maintaining customers’ trust | | | | Global business | 9 of 11 | | | Able to navigate the global opportunities of our business | | | | Business development & strategy | 10 of 11 | | | Able to assess our portfolio and mergers and acquisitions | | | | Other public company leadership or board service | 9 of 11 | | | Experienced in large-scale strategy and operations | |

  17. Director Nominees

    Director Nominees The nomination and governance committee evaluates the Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term needs. The committee also takes into consideration the results of the Board’s self-evaluation. Based on its review, the committee determines whether Board refreshment is needed. Then the committee searches for potential candidates, utilizing a variety of sources to help identify nominees who would be valuable assets to our Board. To meet the needs of our Board, the committee seeks to identify candidates possessing the desired qualities, skills and background. In February and March 2023, the Board was considering feedback it received in light of its continued shareholder engagement, including shareholder views expressed to us on our strategy, performance and Board composition. In March 2023, the Company, following an extensive and deliberative engagement process, entered into a Cooperation Agreement (the “Cooperation Agreement”) with D.E. Shaw Oculus Portfolios, L.L.C. and D.E. Shaw Valence Portfolios, L.L.C. (collectively, “D.E. Shaw”). Under the terms of the Cooperation Agreement, among other things, we appointed Rahul Gupta and Gerald Throop to the Board. The appointment of Mr. Gupta and Mr. Throop advances the Company’s Board refreshment process, which is intended to deepen the Board’s skill set in financial oversight. These new appointments followed the January 2023 appointment of Annabelle Bexiga, a seasoned technology executive. The Board has selected Messrs. Clarke, Farrelly, Gupta, Hagerty, Jones, Macchia, Sloan, Stull and Throop and Mses. Bexiga and Moddelmog as nominees for election to the Board for one-year terms, to be voted upon at the annual meeting by shareholders. If elected, each director nominee will hold office until the next annual meeting and until his or her successor is elected and qualified, or until their earlier resignation, removal or other termination of service.

  18. Director Nominees

    | Age: 62 Director Since: 2023 | Annabelle Bexiga | | | | Featured experience, qualifications and attributes: Prior Chief Information Officer positions at AIG (NYSE: AIG), a multinational finance and insurance corporation, from 2015 to 2017, TIAA, a Fortune 100 financial services organization, from 2010 to 2015, Bain Capital, and JP Morgan Chase Other board experience (current): StoneX Group Inc. and Quantexa Ltd. Provides: Substantial expertise in technology and cybersecurity | |

  19. Director Nominees

    | Age: 68 Director Since: 2000 | Ronald F. Clarke | | | | Featured experience, qualifications and attributes: Company CEO since August 2000; prior President & COO of AHL Services, Inc. a staffing firm; Chief Marketing Officer and Division President of Automatic Data Processing, human resources and payroll services company; Principal with Booz Allen Hamilton, a global management firm; Marketing Manager of General Electric Company Other board experience (current): Dayforce, Inc. (NYSE: DAY) Provides: Deep knowledge of our Company and industry through his service as our Chief Executive Officer | |

  20. Director Nominees

    | Age: 80 Director Since: 2014 | Joseph W. Farrelly | | | | Featured experience, qualifications and attributes: Senior Vice President, Chief Information Officer of Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services, from 2006 through March 2015; prior Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Nabisco Other board experience (prior): Helium, GridApps and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries, and NetNumber Inc. Provides: Substantial experience and knowledge regarding information technology and security; experience in advertising and marketing | |

  21. Director Nominees

    | Age: 64 Director Since: 2023 | Rahul Gupta | | | | Featured experience, qualifications and attributes: Prior executive positions as CEO of RevSpring, a healthcare billing and payments company from 2017 to 2019; as Group President for Fiserv (NASDAQ: FISV) from 2006 to 2017 and as President for eFunds (NYSE: EFD) from 2002 to 2006. In addition, Mr. Gupta has launched several startup companies in the payments and marketing spaces, built technology businesses for Fidelity Investments, and served numerous consulting clients for PricewaterhouseCoopers (PwC) Other board experience (current): Mitek (NASDAQ: MITK), SavvyMoney, Amount. Inc., Exact Payments and Capital Good Fund Other board experience (prior): Cardtronics plc (formerly NASDAQ: CATM) from 2020 to 2021; Paylease, LLC from 2019 to 2021 and Ncontracts from 2018 to 2020 Provides: Over 37 years of experience in the financial services and payments industries and significant experience in fintech venture and private equity | |

  22. Director Nominees

    | Age: 61 Director Since: 2014 | Thomas M. Hagerty | | | | Featured experience, qualifications and attributes: Managing Director of Thomas H. Lee Partners, L.P., a leading private equity firm, since 1994 Other board experience (current): Dayforce, Inc. (NYSE: DAY), Fidelity National Financial, Inc. (NYSE: FNF), and Dun & Bradstreet Holdings, Inc. (NYSE:DNB) Provides: Managerial and strategic expertise developed by working with and enhancing value at large, growth-oriented companies; expertise in corporate finance; substantial public company board experience | |

  23. Director Nominees

    | Age: 52 Director Since: 2020 | Archie L. Jones, Jr. | | | | Featured experience, qualifications and attributes: Managing Director of Six Pillars Partners, a private equity firm investing in high-growth companies, and a Professor at Harvard Business School; prior executive positions at private equity, public and private companies including NOWaccount Network Corporation, IBM, Kenexa (NYSE: KNXA) and Parthenon Capital; Certified Public Accountant and graduate of Morehouse College and Harvard Business School Other board experience (current): Project Evident Provides: Deep investment and mergers and acquisitions expertise in the financial institutions industry | |

  24. Director Nominees

    | Age: 72 Director Since: 2010 | Richard Macchia | | | | Featured experience, qualifications and attributes: Chief Financial Officer and Senior Vice President of Administration for Internet Security Systems, Inc., an information security provider, from 1997 through October 2006, when it was acquired by International Business Machines Corporation; senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation, a financial information services company, and First Financial Management Corporation, a company providing credit card authorization, processing and settlement services and other enterprise solutions; Partner in the audit and assurance practice of KPMG Provides: Over 20 years of experience in the financial and information services industry and significant audit and accounting background | |

  25. Director Nominees

    | Age: 68 Director Since: 2017 | Hala G. Moddelmog | | | | Featured experience, qualifications and attributes: President & CEO of the Woodruff Arts Center, which enriches the lives of more than 800,000 patrons annually, including more than 170,000 students and teachers, making the Woodruff Arts Center the largest arts educator in the state of Georgia; prior President & CEO of the Metro Atlanta Chamber of Commerce; prior President of Arby’s Restaurant Group, Inc., a division of Wendy’s/Arby’s Group, Inc. (NYSE: WEN); prior President & CEO of Susan G. Komen for the Cure, the world’s largest breast cancer organization; CEO of Catalytic Ventures, LLC, a business that evaluated investment opportunities in foodservice, franchising and multi-unit retail; and prior President of Church’s Chicken Other board experience (current): Lamb Weston Holdings, Inc. (NYSE: LW) Other board experience (prior): Amerigroup Corporation (NYSE: AGP) from 2009 to 2012; AMN Healthcare Services, Inc. (NYSE: AHS) from 2008 to 2010 and a number of non-profit boards of directors Provides: Over 20 years leading and enhancing value at high-growth companies including through M&A; expertise in marketing; experience as an executive of large public companies; community ties and extensive board experience | |

  26. Director Nominees

    | Age: 56 Director Since: 2013 | Jeffrey S. Sloan | | | | Featured experience, qualifications and attributes: former CEO of Global Payments Inc, a leading international payments technology company, from 2013 through 2023; prior executive positions with Goldman, Sachs & Co., including as partner and worldwide head of its financial technology group Other board experience (recent): Metro Atlanta Chamber of Commerce, Executive Committee; Atlanta Committee for Progress Provides: Over 30 years of experience in the financial services, financial technology and payments industries; extensive experience in private equity and venture capital investing; and financial acumen and experience as a public company executive for over 14 years | |

  27. Director Nominees

    | Lead Independent Director Age: 65 Director Since: 2000 | Steven T. Stull | | | | Featured experience, qualifications and attributes: CEO and Co-Founder of Advantage Capital Partners, a private equity firm, overseeing investments in the technology, financial and information services industries, since 1992; prior Investment executive with a large insurance company; Chief Financial Officer of an information services company and other career experience in financial institutions Provides: Deep experience in investments and the financial services business | |

  28. Director Nominees

    | Age: 66 Director Since: 2023 | Gerald Throop | | | | Featured experience and qualifications: former Head of Global Equities at the National Bank of Canada; prior Head of Canadian Equities at Merrill Lynch; previously CFO for two Canadian public telecommunications companies; Throop earned his Canadian CPA while serving with a predecessor of KPMG Other board experience (current): Lead Independent Director for Dayforce, Inc. (NYSE: DAY) Provides: Over 30 years of experience in the financial and banking industry and significant audit and accounting background | |

  29. Compensation Committee

    | | reviewing and approving employment, severance and change in control arrangements |

  30. Compensation Committee

    | | administering our executive incentive plans |

  31. Compensation Committee

    | | selecting our independent compensation consultant |

  32. Information Technology and Security Committee

    | | assessing opportunities to update our processing platform strategies to ensure the long term effective and efficient use of our resources |

  33. 2023 Director Compensation

    2023 Director Compensation The non-employee members of our Board receive compensation for serving as directors. Our Board believes equity-based awards are appropriate forms of compensation for our directors because the value of the grants increases as the value of our stock price increases, aligning the interests of these directors with those of our shareholders. Annual grants for director service for 2023 generally had a target value at grant of approximately $300,000. The amount of these grants was determined based on our Board’s general experience with market levels of director compensation. In addition, the Board approved a cash payment in the amount of $75,000 for each independent committee Chair serving in such capacity in January 2023 (Messrs. Farrelly, Hagerty, Macchia and Stull and Ms. Moddelmog). The decision to provide cash compensation is reviewed on an annual basis. All members of our Board are reimbursed for actual expenses incurred in connection with attendance at Board meetings. Mr. Clarke does not receive any compensation for service on our Board. Ms. Bexiga, Mr. Gupta and Mr. Throop each received a new Board member grant of restricted stock when they joined the Board. Each such grant had a target value equal to a pro-rata portion of $300,000 (the value of the regular annual grant), plus an additional value of approximately $200,000 in recognition of their commencement of Board service. These grants generally vest at the same time as regular annual grants. For 2023, each of our directors had the ability to elect to receive a grant of restricted stock or stock options for his or her annual equity compensation award. Mr. Stull opted for his equity compensation award to be in the form of stock options, and each of the remaining non-employee directors opted for an equity compensation award in the form of restricted stock. Our corporate governance guidelines set forth an expectation that all non-employee directors will hold at least a specified dollar amount of common shares or equity interests within five years of becoming a director. In 2019, our Board increased the stock ownership guideline from $150,000 to $1,250,000. Based on the closing stock price on December 29, 2023, six of our current non-employee directors are in compliance with this guideline and we expect that our four newest directors will meet the guideline within five years, as required by our corporate governance guidelines.

  34. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(6) | Option Awards ($)(7) | Total ($) | | Annabelle Bexiga(1) | — | $500,023 | — | $500,023 | | Michael Buckman(2) | — | $300,014 | — | $300,014 | | Joseph W. Farrelly | $75,000 | $300,014 | — | $375,014 | | Rahul Gupta(3) | — | $450,016 | — | $450,016 | | Thomas M. Hagerty | $75,000 | $300,014 | — | $375,014 | | Mark A. Johnson(4) | — | — | — | — | | Archie L. Jones, Jr. | — | $300,014 | — | $300,014 | | Richard Macchia | $75,000 | $300,014 | — | $375,014 | | Hala G. Moddelmog | $75,000 | $300,014 | — | $375,014 | | Jeffrey S. Sloan | — | $300,014 | — | $300,014 | | Steven T. Stull | $75,000 | — | $300,006 | $375,006 | | Gerald C. Throop(5) | — | $350,007 | — | $350,007 |

  35. 2023 Director Compensation

    (1) Ms. Bexiga was appointed to the Board on January 27, 2023. (2) Mr. Buckman retired from Board effective July 28, 2023. (3) Mr. Gupta was appointed to the Board on March 15, 2023. (4) Mr. Johnson retired from Board effective January 27, 2023. (5) Mr. Throop was appointed to the Board on July 28, 2023. (6) Consisted of shares of restricted stock, which vested on January 23, 2024. The value for stock awards in this column represents the grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. On December 31, 2023, each non-employee director other than Ms. Bexiga, Mr. Gupta, Mr. Johnson, Mr. Throop and Mr. Stull had 1,497 shares of restricted stock outstanding. On December 31, 2023, Ms. Bexiga had 2,495 shares of restricted stock outstanding, Mr. Gupta had 2,081 shares of restricted stock outstanding, Mr. Throop had 1,416 shares of restricted stock outstanding, and Mr. Stull and Mr. Johnson had no shares of restricted stock outstanding. (7) Consisted of a grant of nonqualified stock options, which will generally vest on January 23, 2024. The value for the stock options in this column represents the grant date fair value computed in accordance with FASB ASC Topic 718. On December 31, 2023, Mr. Stull had 9,449 stock options outstanding, and none of the other non-employee directors held any stock options.

  36. 2019-2023 CEO Equity Compensation

    2019-2023 CEO Equity Compensation During the five-year period of 2019-2023, our CEO, Mr. Clarke has been granted two long-term equity compensation awards, which provided Mr. Clarke's entire long-term incentive opportunity covering the grant years of 2019 through 2023. This aggregate grant value was calibrated to offer a competitive overall long-term award opportunity for these five years, generally commensurate with peer practices. Those two grants consisted of:

  37. 2019-2023 CEO Equity Compensation

    | | In 2019, 25,000 performance shares with a grant date fair value of $9,473,750; and |

  38. 2019-2023 CEO Equity Compensation

    | | In 2021, 850,000 performance-based stock options with stock price hurdles of $350 and $400, with a grant date fair value of $55,556,000. |

  39. 2019-2023 CEO Equity Compensation

    Mr. Clarke received no long-term equity grants in 2020, 2022 or 2023. As of April 11, 2024, Mr. Clarke has realized $0 in compensation from his 2019 and 2021 long-term equity awards (see table below):

  40. 2019-2023 CEO Equity Compensation

    | | The 25,000 performance shares from 2019 have been forfeited; and |

  41. 2019-2023 CEO Equity Compensation

    | | Neither stock price hurdle has been met for the award of 850,000 performance stock options from 2021, so no portion of the award has vested. |

  42. 2019-2023 CEO Equity Compensation

    Meanwhile, the profit performance of the Company since 2019 has increased from $11.79 Adjusted EPS to $16.92 Adjusted EPS for 2023. This suggests significantly better Company profit performance, than “equity compensation realized” for Mr. Clarke under long-term equity awards that were granted during the same five-year period.

  43. CEO Long-Term Equity Compensation Awards – 2019 through 2023(1)

    CEO Long-Term Equity Compensation Awards – 2019 through 2023(1)

  44. CEO Long-Term Equity Compensation Awards – 2019 through 2023(1)

    | Fiscal Year | Award Type | Target Award | Grant Date Fair Value Reported in Summary Compensation Table | Realized Value as of April 11, 2024 | Adjusted EPS | | 2019 | Performance Shares | 25,000 | $9,473,750 | $0 | $11.79 | | 2020 | NONE | — | — | — | $11.09 | | 2021 | Performance Stock Options | 850,000 | $55,556,000 | $0 | $13.21 | | 2022 | NONE | — | — | — | $16.10 | | 2023 | NONE | — | — | — | $16.92 | | Total for 5-Year Period, as of April 11, 2024: | | | $65,029,750 | $0 | |

  45. CEO Long-Term Equity Compensation Awards – 2019 through 2023(1)

    (1) Does not include a short-term restricted stock award granted to Mr. Clarke in 2023 in lieu of a portion of his cash bonus opportunity under our annual incentive program.

  46. Forward-Leaning Compensation Practices

    | | Target annual incentives generally at or below peer median |

  47. Forward-Leaning Compensation Practices

    | | Different performance metrics for different compensation components |

  48. Forward-Leaning Compensation Practices

    | | Incentive payouts tied closely to achieving published guidance |

  49. Forward-Leaning Compensation Practices

    | | No repricing or cashing out of underwater stock options or stock appreciation rights |

  50. Forward-Leaning Compensation Practices

    | | Below-market severance policies |

  51. Forward-Leaning Compensation Practices

    | | Utilize an independent compensation consultant |

  52. Forward-Leaning Compensation Practices

    | Things We Do | Things We Do Not Do | | √ NEO incentive pay is tied to multiple financial performance conditions, and equity-based incentives are denominated in common shares √ Significant portion of target total compensation is delivered in the form of equity awards, which is directly aligned with shareholder value creation √ Significant portion of NEO pay is tied to performance objectives that align with our business strategy √ Compensation committee reserves discretion to reduce incentive award payouts in light of overall Company performance, and exercised such discretion in 2023, reducing formulaic cash payments with respect to annual incentive awards to $0 √ Annual equity run rate and overhang are consistent with typical practices among similarly situated companies √ NEO incentives are tied to Company-wide initiatives and/or division objectives within such NEOs’ control √ Severance benefit levels for executives are below general market practices √ We monitor and build risk-mitigation features into our compensation programs | X Directors and executives are prohibited from hedging or pledging common shares X No repricing or cashing-out of underwater stock options or stock appreciation rights X No excise tax gross-ups X No current payment of dividends on unvested equity awards X No excessive perquisites |

  53. Components of Compensation and Target Direct Compensation Mix

    | What We Pay | Why We Pay It | Key Features | | Base Salary | Attract and retain high-performing executives by providing a secure and appropriate level of base pay | Established after consideration of peer practices and internal parity; reviewed annually and subject to adjustment | | Annual Incentive | Encourage and reward accomplishment of annual operating plan and individual objectives | Cash portion only earned if we meet performance goals tied to our operating budget and strategic initiatives Equity portion helps promote retention and links executive pay to shareholder interests | | Equity-Based Awards | Motivate performance and align a significant portion of NEO compensation with our ongoing success and with shareholder returns | NEOs’ equity awards generally granted in Performance Shares, Performance-Based RSUs and stock options Performance-based equity awards generally only have value to our NEOs to the extent the pre-established corporate and/or business unit goals established by the compensation committee are achieved Stock options have value for our NEOs only if our stock price increases | | Employee Benefits and Perquisites | Attract and retain executive talent | Customary retirement and health and welfare benefits to all of our salaried employees, including our NEOs No nonqualified deferred compensation plans or defined benefit pension plans No excessive perquisites |

  54. Equity Compensation in Prior Fiscal Years

    Equity Compensation in Prior Fiscal Years As previously disclosed, we granted the 2021 CEO Performance Option to Mr. Clarke in September 2021. In connection with the grant of the 2021 CEO Performance Option, Mr. Clarke agreed not to receive any other long-term equity grants in 2021, 2022 or 2023. He did, however, receive an award of restricted stock in connection with his 2023 annual incentive award, as further discussed below. The 2021 CEO Performance Option is intended to further align Mr. Clarke’s compensation interests with the Company stock price performance interests of the Company’s shareholders, and to help retain Mr. Clarke’s service during the period of time covered by the award. In considering and approving the award, the compensation committee considered the best interests of the Company’s shareholders and a desire to retain Mr. Clarke due to, among other considerations, his over 20-year history of operational excellence, development of a strong management team, and ability to lead the Company’s continued strategic development, transformation and expansion. The 2021 CEO Performance Option covers 850,000 shares of our common stock at an exercise price of $261.27 per share, which was the fair market value of our common stock on the grant date. However, the option will vest only if we achieve specific stock price hurdles. Achievement of each stock price hurdle requires that our stock price exceed the hurdle for ten consecutive trading days not later than December 31, 2024 (in other words, only 3.25 years after the date of grant). The stock price hurdle for 550,000 shares subject to the award is $350, and the stock price hurdle for the remainder of the award is $400. The compensation committee considers achievement of each of the stock price hurdles to represent a significant challenge. The hurdles reflect stock price appreciation of 34% and 53%, respectively, from the closing price of our common stock on the grant date. As of April 11, 2024, the closing price per share of our common shares was $305.72, and neither of the stock price hurdles for the 2021 CEO Performance Option had been met. However, notwithstanding these rigorous goals, due to the accounting standards that apply to stock option awards, the 2021 CEO Performance Option had significant “grant date fair value” (as determined pursuant to SEC rules) for purposes of the compensation tables included in our 2022 proxy statement. Mr. Clarke was required to continue to provide services to the Company over an 18-month vesting period to be eligible to vest in the full award (which vested over time in ratable installments every six months), regardless of our stock price performance. Although the 2021 CEO Performance Option allows for vesting in the event of certain terminations of employment and in connection with a change in control (on a “double trigger” basis), in all events the applicable stock price hurdles must be achieved in order for Mr. Clarke to vest in the award.

  55. Annual Incentive

    Annual Incentive The primary objectives of our annual incentive program are to provide an incentive for superior work, to motivate our NEOs toward even higher achievement and business results, to promote retention and to tie our NEOs’ goals to the Company’s performance. We use Company-wide, individual and business unit performance goals in our annual incentive program. Individual or business unit performance goals are tied to the particular area of expertise and responsibilities of the NEO and their performance in attaining those objectives. In January 2023, the compensation committee determined the target annual incentive payout levels for the NEOs based on a combination of factors, including market practices, each NEO’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact of the NEO’s performance on revenue and net income growth. In light of a desire to promote the retention of our NEOs, and to further align executives with the creation of shareholder value, the compensation committee determined that for 2023, 80% of the target annual incentive value for NEOs (based on their respective salaries in January 2023) would be delivered in the form of shares of restricted stock that generally vested on March 1, 2024. To the extent that achievement of the applicable performance objectives resulted in a payout in excess of the target value of such restricted stock award, any additional value earned would be delivered in the form of cash. Ultimately, based on the performance of the Company, the compensation committee determined that no annual incentive would be paid to NEOs beyond restricted stock issued. Target amounts below are shown as a percent of each participating NEO’s base salary:

  56. Annual Incentive

    | Named Executive Officer | Total Annual Incentive Target (as % of Base Salary) | Total Target Annual Incentive Award ($) | Targeted Value of Restricted Stock ($)(1) | Number of Shares of Restricted Stock Granted (#) | | Ronald F. Clarke | 150% | $1,800,000 | $1,440,000 | 6,745 | | Tom Panther(2) | 75% | $225,000 | $180,000 | 870 | | Alissa B. Vickery | 30% | $90,000 | $60,000 | 282 | | Armando L. Netto(3) | 75% | $377,319 | $290,883 | 1,362 | | Alan King | 75% | $337,500 | $270,000 | 1,265 |

  57. Annual Incentive

    (1) Restricted stock vested on March 1, 2024. (2) Mr. Panther's target annual incentive was prorated based on his start date of May 2, 2023. (3) Mr. Netto’s cash compensation is denominated in Brazilian Real. For purposes of this table, cash amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$4.9915 for 2023.

  58. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    2023 Performance Goals and Results for Cash Portion of Annual Incentive Award The compensation committee and the CEO worked together to establish meaningful performance goals for the cash portion of the CEO’s annual incentive award at the beginning of the performance period. These goals are intended to align CEO rewards with Company performance. In the event of achievement of maximum results under the applicable performance goals, the CEO’s annual incentive has a maximum potential value equal to 200% of target. A key performance metric for purposes of our NEOs’ 2023 incentive-based compensation was Adjusted EPS, further adjusted to exclude the impact of (a) the macro-environment (including foreign exchange rates, tax rates, fuel prices, fuel price spreads and interest rate fluctuations), and (b) acquisitions and divestitures. We refer to Adjusted EPS as adjusted as “Adjusted EPS-COMP.” The table below outlines the performance metrics that were used for the cash portion of the CEO’s 2023 annual incentive award, which metrics were selected to drive a focus on corporate objectives that are expected to produce an increase in shareholder value:

  59. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | Pay Element | Performance Metric(s) | Rationale and Key Features | | | GAAP Revenue, as Adjusted (25% weight) | Revenue growth is critically important to our success given the operating leverage in our business | | Cash Portion of Annual Incentive | Adjusted EPS-COMP (50% weight) | Earnings per share performance aligns with shareholder objectives | | | M&A and Other Transactions (25% weight) | We expect M&A and other transactions to continue to contribute to growth |

  60. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    Our CEO makes recommendations regarding individual and/or business unit performance goals, which are reviewed and approved by the compensation committee, for our other NEOs. In the event of achievement of maximum results under the applicable performance goals, the other NEOs’ annual incentives have a maximum potential value equal to up to 150% of target. The cash portion of the annual incentive awards could be paid out in amounts below the individual target amounts if actual performance achieved certain thresholds. The awards were designed so that performance below certain thresholds would result in no payout for a given goal. In early 2024, the compensation committee evaluated achievement of the performance objectives for each NEO’s annual incentive award. Although the formulaic achievement for certain of the NEOs would have resulted in a cash payment in accordance with the program design, in light of the overall financial performance of the Company, the compensation committee exercised negative discretion such that none of the NEOs would receive a cash payment for 2023 under the annual incentive program. The tables below illustrate, for each participating NEO, (1) the performance goals approved for the cash portion of the 2023 annual incentive award, (2) actual performance with respect to the goals (where applicable), (3) the target value of the restricted stock granted to each NEO in lieu of a portion of their cash incentive, and (4) the final 2023 cash incentive payout earned by the NEO (if any). Ronald F. Clarke: The cash portion of Mr. Clarke’s 2023 annual incentive was determined as follows:

  61. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | | | | GOALS ($ values in millions, except per share values) | | | | | 2023 Achieve- ment ($ values in millions, except per share values) | % of Target Earned | | Performance Metric | Weighting | Target ($ values in millions, except per share values) | Thres- hold (50%) | Below Target (75%) | Target (100%) | Above Target (150%) | Maximum (200%) | | | | GAAP Revenue, as adjusted(1) | 25% | $3,792.4 | $3,716.6 | $3,754.5 | $3,792.4 | $3,830.3 | $3,868.2 | $3,771.4 | 75% | | Adjusted EPS-COMP | 50% | $16.66 | $16.33 | $16.49 | $16.66 | $16.83 | $16.99 | $17.18 | 200% | | M&A(2) | 25% | $750 | Pays at 0.06% of total transaction value up to maximum payout of $900,000 | | | | | $969.7 | 120% |

  62. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | Target payout | $1,800,000 | | Formulaic Total Payout % | 149% | | Formulaic Initial Calculated Payout | $2,677,500 | | Less Target RSU value | $1,440,000 | | Formulaic Cash Payout | $1,237,500 | | Actual Cash Payout | $0 |

  63. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    (1) Adjusted to be consistent with the macro-economic environment assumed in the 2023 budget, and excludes the impact of acquisitions and divestitures. (2) Based upon the aggregate transaction value of material mergers and acquisitions, divestitures or joint ventures for which the Company signs definitive documentation during the year. Tom Panther: The cash portion of Mr. Panther’s 2023 annual incentive was determined as follows:

  64. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | | | | GOALS ($ values in millions) | | | | | | | 2023 Achievement ($ values in millions) | % of Target Earned | | Performance Metric | Weighting | Target ($ values in millions) | Threshold (50%) | Below Target (75%) | Below Target (85%) | Target (100%) | Above Target (115%) | Above Target (125%) | Maximum (150%) | | | | GAAP Revenue, as adjusted(1) | 50% | $3,792.4 | $3,678.6 | $3,716.6 | $3,754.5 | $3,792.4 | $3,830.3 | $3,868.2 | $3,906.2 | $3,771.4 | 85% | | Stock Price Growth vs. S&P 500(2) | 30% | ≥5% | ≥2.5% | - | - | ≥5% | - | - | ≥7.5% | 20.7% | 150% | | Quarterly Expenses(1)(3) | 20% | At or below plan in every quarter | - | - | - | - | - | - | - | Achieved | 100% | | | | | | | | Target Payout | | | | | $225,000 | | | | | | | | Formulaic Total Payout % | | | | | 108% | | | | | | | | Formulaic Initial Calculated Payout | | | | | $241,875 | | | | | | | | Less Target RSU value | | | | | $180,000 | | | | | | | | Formulaic Cash Payout | | | | | $61,875 | | | | | | | | Actual Cash Payout | | | | | $0 |

  65. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    (1) Adjusted to be consistent with the macro-economic environment assumed in the 2023 budget, and excludes the impact of acquisitions and divestitures. (2) Based on extent to which percentage growth in the Company’s stock price exceeds that of the S&P 500 Index. (3) This metric results in a 100% payout only if the applicable goal is achieved for every quarter; otherwise, the payout for this metric is 0%. Alissa B. Vickery: The cash portion of Ms. Vickery’s 2023 annual incentive was determined as follows:

  66. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | | | | GOALS | | | | | | Performance Metric | Weighting | Target | Threshold (50%) | Target (100%) | Maximum (125%) | 2023 Achievement | % of Target Earned | | Quarterly Expenses(1) | 20% | At or below plan in every quarter | - | - | - | Not achieved | 0% | | Strategic Initiatives(2) | 80% | Achieve 2 goals | Achieve 1 goal | Achieve 2 goals | Achieve 3 goals | Achieved 3 goals | 125% | | | | | | Target Payout | | | $90,000 | | | | | | Formulaic Total Payout % | | | 100% | | | | | | Formulaic Initial Calculated Payout | | | $90,000 | | | | | | Less Target RSU value | | | $60,000 | | | | | | Formulaic Cash Payout | | | $30,000 | | | | | | Actual Cash Payout | | | $0 |

  67. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    (1) Adjusted to be consistent with the macro-economic environment assumed in the 2023 budget, and for addbacks and impact of acquisitions or divestitures. This metric results in a 100% payout only if the applicable goal is achieved for every quarter; otherwise, the payout for this metric is 0%. (2) (a) Reassess operating segments (achieved), (b) remediate particular reporting deficiency (achieved), and (c) automate stock release for vested equity (achieved). Armando L. Netto: The cash portion of Mr. Netto’s 2023 annual incentive was determined as follows:

  68. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | | | | GOALS ($ values in millions) | | | | | | | | | | Performance Metric | Weighting | Target ($ values in millions) | Threshold (50%) | Below Target (75%) | Below Target (85%) | Target (100%) | Above Target (125%) | Below Maximum (135%) | Maximum (150%) | 2023 Achievement ($ values in millions) | % of Target Earned | | Brazil Sales(1) | 30% | $161.0(4) | $144.9 | $153.0 | $156.2 | $161.0 | $169.0 | $172.3 | $177.1 | $170.7 | 130% | | Revenue Initiatives(1) | 20% | At or above plan in each quarter | ≥98% | ≥99% | - | ≥100% | ≥101% | - | ≥102% | Achieved all 4 quarters | 150% | | Expenses(1)(2) | 20% | At or below plan in every quarter | - | - | - | - | - | - | - | Achieved | 100% | | Growth Initiatives(3) | 30% | Achieve 2 goals | Achieve 1 goal | N/A | N/A | Achieve 2 goals | N/A | N/A | Achieve 3 goals | Achieved 1 goal | 50% | | | | | | | | | | Target payout | | | $377,316(4) | | | | | | | | | | Formulaic Total Payout % | | | 104% | | | | | | | | | | Formulaic Initial Calculated Payout | | | $392,408(4) | | | | | | | | | | Less Target RSU value | | | $290,883(4) | | | | | | | | | | Formulaic Cash Payout | | | $101,525 | | | | | | | | | | Actual Cash Payout | | | $0 |

  69. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    (1) Adjusted to be consistent with the macro-economic environment assumed in the 2023 budget, and for addbacks and impact of acquisitions or divestitures. (2) This metric results in a 100% payout only if the applicable goal is achieved for every quarter; otherwise, the payout for this metric is 0%. (3) (a) deliver new joint venture sales plan (not achieved), (b) deliver a specified number of consumer fuel transactions (not achieved), and (c) deliver a specified number of cross selling opportunities (achieved). (4) Amounts converted from BRL to USD using an average exchange rate of $1 to R$4.9915 for 2023. Alan King: The cash portion of Mr. King’s 2023 annual incentive was determined as follows:

  70. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    | | | | GOALS ($ values in millions) | | | | | | | | | | Performance Metric | Weighting | Target ($ values in millions) | Threshold (50%) | Below Target (75%) | Below Target (85%) | Target (100%) | Above Target (125%) | Below Maximum (135%) | Maximum (150%) | 2023 Achievement ($ values in millions) | % of Target Earned | | Global Fleet Sales(1) | 30% | $168.7 | $151.8 | $160.3 | $163.6 | $168.7 | $177.1 | $180.5 | $185.6 | $153.5 | 50% | | Revenue Initiatives(1)(2) | 20% | At plan for each quarter | ≥98% | ≥99% | - | ≥100% | ≥101% | - | ≥102% | Achieved in 2 of 4 quarters | 75% | | Expenses(1)(3) | 20% | At or below plan in every quarter | - | - | - | - | - | - | - | Achieved | 100% | | Growth Initiatives(4) | 30% | Achieve 2 goals | Achieve 1 goal | N/A | N/A | Achieve 2 goals | N/A | N/A | Achieve 3 or more goals | Achieved 1 goal | 50% | | | | | | | | | | Target payout | | | $337,500 | | | | | | | | | | Formulaic Total Payout % | | | 67% | | | | | | | | | | Formulaic Initial Calculated Payout | | | $224,438 | | | | | | | | | | Less Target RSU value | | | $270,000 | | | | | | | | | | Formulaic Cash Payout | | | $0 | | | | | | | | | | Actual Cash Payout | | | $0 |

  71. 2023 Performance Goals and Results for Cash Portion of Annual Incentive Award

    (1) Adjusted to be consistent with the macro-economic environment assumed in the 2023 budget, and for addbacks and impact of acquisitions or divestitures. (2) For this metric, the stated goals apply to the target for each quarter. The final payout is determined based on the average of the payout percentages for the four quarters. (3) This metric results in a 100% payout only if the applicable goal is achieved for every quarter; otherwise, the payout for this metric is 0%. (4) (a) Launch of new product in NAT and acquire specific number of customers (not achieved), (b) launch 2-in-1 solution and deliver a specified level of revenue (not achieved), and (c) execute one strategic transaction (achieved).

  72. Equity Awards

    Equity Awards We believe that performance-based equity awards are effective tools for meeting our compensation goals because the conditions to vesting motivate the achievement of performance goals and the value of the grants will increase as the value of our stock price increases. We believe that performance-based equity awards also satisfy both the objective of aligning executives' pay outcomes with Company performance, and of aligning executives with shareholder value creation. We believe that stock options are also an effective tool for meeting our compensation goals because NEOs are rewarded only if our stock price increases relative to the stock option’s exercise price. To determine the size of each NEO’s equity awards, we consider the external market, individual performance history and relative job responsibilities. Our CEO makes equity award grant recommendations for each executive officer, including our NEOs (other than himself). Grant recommendations are presented to the compensation committee for its review and approval.

  73. 2021 Performance Stock Option Award for CEO

    2021 Performance Stock Option Award for CEO In September 2021, as discussed above, the compensation committee approved the 2021 CEO Performance Option for Mr. Clarke. Other than the restricted stock granted to Mr. Clarke in lieu of a portion of his annual cash incentive award for 2023, Mr. Clarke did not receive any equity compensation awards in 2023.

  74. Other NEOs’ 2023 Equity Awards

    Other NEOs’ 2023 Equity Awards In January and March 2023, we granted the equity-based incentive awards set forth in the table below to our NEOs, other than the CEO and Tom Panther. In May 2023, in connection with his hire, we granted the equity based incentive awards set forth in the table below to Tom Panther. The restricted stock granted in lieu of a portion of each NEO's 2023 annual cash incentive award opportunity is described above and is not included in the table below.

  75. Other NEOs’ 2023 Equity Awards

    | Named Executive Officer | Performance Shares (Target $ Value) | Total Perfor- mance Shares (#) | Performance- Based RSUs (Target $ Value) | Total Target Performance- Based RSUs (#) | Special Restricted Stock Awards (Target $ Value) | Special Restricted Stock Awards (#) | Stock Options (Target $ Value) | Stock Options (# ) | | Tom Panther | $300,000 | 1,449 | $900,000 | 4,346 | — | — | $1,200,000 | 17,002 | | Alissa B. Vickery | $250,000 | 1,171 | — | — | $124,000 | 582 | — | — | | Armando L. Netto | $426,000 | 1,996 | $1,278,000 | 5,988 | $615,000 | 3,071 | $1,200,000 | 17,679 | | Alan King | $426,000 | 1,996 | $1,278,000 | 5,988 | $327,000 | 1,636 | $1,200,000 | 17,679 |

  76. Performance Period for Non-CEO Equity Awards

    Performance Period for Non-CEO Equity Awards We continue to grant performance-based equity compensation awards to our NEOs, other than Mr. Clarke, that are scored based on performance achievement over one-year performance measurement periods. Linking these awards to three-year objectives would potentially impair retention of executives, as goals may become outdated and unachievable soon after they are established, due to market uncertainty. Our performance-based restricted stock unit awards (“Performance-Based RSUs”), to the extent earned, are subject to ratable vesting over a three-year service period, which we believe enhances our ability to retain talented executives.

  77. Performance Share Grants

    Performance Share Grants The NEOs, other than Mr. Clarke, received 2023 Performance Share awards tied to Adjusted EPS-COMP achievement. The Performance Shares could be earned if we achieved Adjusted EPS-COMP of $16.66. Our Adjusted EPS-COMP for 2023 was $17.18, and the compensation committee therefore determined that the Adjusted EPS-COMP objective was achieved. As a result, the 2023 Performance Share awards were earned at 100%. The earned 2023 Performance Shares were paid in the form of common shares, except that Ms. Vickery’s earned Performance Shares are subject to service-based vesting over a two-year period. For 2023, each of Mr. Netto's and Mr. King's target Performance Share award value was increased by 27% (as compared to 2022) due to being named Co-Presidents of the newly formed Vehicle Payments division, and in light of market considerations, the NEOs' anticipated contributions, and the NEOs' prior performance.

  78. Special Restricted Stock Awards

    Special Restricted Stock Awards In order to promote retention of our NEOs, and in consideration of the financial performance of the Company, the compensation committee approved special restricted stock awards for Messrs. Netto and King and Ms. Vickery in 2023. These restricted stock awards vested on January 23, 2024, except that Ms. Vickery's award vested in equal installments on September 1, 2023 and March 1, 2024.

  79. Performance-Based Restricted Stock Unit

    Performance-Based Restricted Stock Unit

  80. (RSU) Grants

    (RSU) Grants In addition to the Performance Shares, in 2023, we granted Performance-Based RSU awards to each of the NEOs, other than Mr. Clarke and Ms. Vickery, tied to achievement with respect to corporate or business unit revenue goals. The Performance-Based RSUs earned by each of the NEOs in 2023 (based on the achievement of the applicable performance goals) are subject to a three-year ratable vesting schedule, pursuant to which the earned Performance-Based RSUs will generally vest in substantially equal installments on each of the first three anniversaries of the grant date. The tables below illustrate, for each participating NEO, (1) the applicable performance goals for each NEO, (2) actual performance with respect to the performance metrics, and (3) the number of Performance-Based RSUs earned in 2023 that are eligible to vest on a ratable basis. The number of Performance-Based RSUs earned for performance falling between the “threshold” and “maximum” performance levels set forth in the table below was determined without interpolation between performance levels (subject to rounding). Because Ms. Vickery’s service as Chief Financial Officer in 2023 was on an interim basis, she was not eligible for a Performance-Based RSU award. Tom Panther: Mr. Panther’s 2023 Performance-Based RSU award was based on achievement against a target goal of consolidated GAAP revenue as adjusted, of $3,792.4 million (all dollar values in millions).(1)

  81. (RSU) Grants

    | Below Threshold (0%) | Threshold (50%) | Above Threshold (75%) | Below Target (85%) | Target (100%) | Above Target (115%) | Below Maximum (125%) | Maximum (150%) | Achievement | Payout % | # of Performance Based RSUs Earned | | <$3,678.6 | $3,678.6 | $3,716.6 | $3,754.5 | $3,792.4 | $3,830.3 | $3,868.2 | $3,906.2 | $3,771.4 | 85% | 3,695 |

  82. (RSU) Grants

    (1) Consolidated net revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2023 budget, and (b) for the impact of acquisitions or divestitures. Armando L. Netto: Mr. Netto’s 2023 Performance-Based RSU award was based on achievement against a target goal of net revenue as adjusted, of $511.6 million in the Brazil business (all dollar values in millions).(1)

  83. (RSU) Grants

    | Below Threshold (0%) | Threshold (50%) | Above Threshold (75%) | Below Target (85%) | Target (100%) | Above Target (115%) | Below Maximum (125%) | Maximum (150%) | Achievement | Payout % | # of Performance Based RSUs Earned | | <$496.2 | $496.2 | $501.3 | $506.4 | $511.6 | $516.7 | $521.8 | $526.9 | $525.0 | 150% | 8,982 |

  84. (RSU) Grants

    (1) Brazil net revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2023 budget, and (b) for the impact of 2023 acquisitions, but excludes the impact of foreign exchange rates. Amounts in this table are converted from BRL to USD using an average exchange rate of $1 to R$4.9915 for 2023. Alan King: Mr. King’s 2023 Performance-Based RSU award was based on achievement against a target goal of net revenue as adjusted, of $1,490.7 in the Global Fleet business (all dollar values in millions).(1)

  85. (RSU) Grants

    | Below Threshold (0%) | Threshold (50%) | Above Threshold (75%) | Below Target (85%) | Target (100%) | Above Target (115%) | Below Maximum (125%) | Maximum (150%) | Achievement | Payout % | # of Performance Based RSUs Earned | | <$1,446.0 | $1,446.0 | $1,460.9 | $1,475.8 | $1,490.7 | $1,505.6 | $1,520.5 | $1,535.4 | $1,473.4 | 85% | 5,090 |

  86. (RSU) Grants

    (1) Global Fleet net revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2023 budget, and (b) for the impact of 2023 acquisitions, but excludes the impact of foreign exchange rates.

  87. Stock Option Grants

    Stock Option Grants The exercise price of each stock option grant is the fair market value of our common shares on the grant date (closing stock price). Stock option awards granted to our NEOs, other than Mr. Clarke and Ms. Vickery, in 2023 generally vest ratably over a period of four years and are earned only with continued employment through the vesting period. We believe stock option awards are inherently performance-based, requiring stock price appreciation before there is any real value earned, while encouraging long-term employment with the Company. In January 2023, we granted the stock options set forth below to Messrs. Netto and King. In May 2023, we granted the stock options set forth below to Mr. Panther:

  88. Stock Option Grants

    | Named Executive Officer | # of Options | | Tom Panther | 17,002 | | Alissa B. Vickery | — | | Armando L. Netto | 17,679 | | Alan King | 17,679 |

  89. Other Compensation and Benefits

    Other Compensation and Benefits Employee Benefits. All U.S.-based salaried employees including NEOs may participate in a 401(k) plan. Our 401(k) plan provides that we match 25% of an employee’s contribution, up to an employee contribution of 4% of salary. Our NEOs in the U.S. may participate in this 401(k) plan on the same basis as all of our other participating employees. Consistent with local employment practices, our senior executives in Brazil, including Mr. Netto, receive a car allowance on a monthly basis to assist with the cost of transportation. We provide health benefits to all of our eligible employees and pay the premiums for these benefits on behalf of our NEOs. We provide to our NEOs life insurance benefits, long term care insurance and concierge doctor services and also pay these premiums. We do not provide any nonqualified deferred compensation arrangements or defined benefit pension plans to our NEOs. Employment Agreements and Offer Letters; Severance and Change-in-Control Benefits. We entered into an employment agreement with our CEO in 2010. We have also entered into offer letter agreements with each of our other NEOs, other than Ms. Vickery. Pursuant to Mr. Clarke's agreement and, with respect to our other NEOs, our historical practice, in the case of an NEO's termination under specific circumstances, they will be entitled to certain severance payments. These severance benefits are discussed below in “Potential Payments Upon Termination or Change in Control.” We provide severance compensation if certain NEOs are terminated without cause to attract and retain qualified executive talent, and, with respect to change in control benefits, to incentivize such NEOs to act in the best interests of our shareholders in the face of a transaction even if they may be terminated as a result. In 2023, after considering market practices, the compensation committee approved a modest increase to the severance compensation payable to our NEOs, other than Mr. Clarke, upon a termination without cause from six months of salary and benefits to one year of salary and benefits. The compensation committee also determined to amend the vesting conditions with respect to our equity compensation awards, other than Mr. Clarke’s 2021 CEO Performance Option, so that they will partially vest in connection with retirement, death, or disability, or fully vest in connection with a change in control, as discussed further below in “Potential Payments Upon Termination or Change in Control.” In 2023, we provided relocation benefits to Mr. King, in connection with his relocation from the U.K. to the U.S. Also during 2023, we provided vehicle allowances to Messrs. Netto and King. For more information, see the “2023 Summary Compensation Table” below.

  90. Set Compensation

    | | The compensation committee’s evaluation of the competitive market, including referencing peer group data |

  91. Compensation Peer Group

    Compensation Peer Group We considered the compensation levels, programs and practices of industry peer companies in setting compensation for our NEOs by considering market competitiveness and the goal of motivating our executives to appropriately drive corporate performance. The compensation committee periodically reviews and updates the list of companies comprising the peer group to provide an appropriate marketplace focus. The compensation committee evaluates multiple criteria in determining the appropriate peer group, including industry, revenue, market capitalization, competitors to our various lines of business, business models and profitability. The compensation committee determined that it was appropriate to continue to use the same peer group as in the prior year for purposes of 2023 compensation decisions for our NEOs. The compensation committee referred to the 2023 Industry Peer Group (as defined below) in setting compensation for 2023 for our NEOs. Generally, the compensation committee references cash-based compensation at or below market levels and equity-based compensation (based on target levels) at or above market levels, resulting in total target compensation at or above the peer median for our CEO and generally below the peer median for our other NEOs. Although the compensation committee includes this market data and its general understanding of current compensation practices in the market in the overall mix of factors it considers in assessing NEO compensation, it does not target a mathematically precise market position for total compensation or any individual element of compensation. Comparisons to the peer group for purposes of this Proxy Statement are based on an adjustment of the peer group compensation data by the Company to account for the passage of time. The peer group used for purposes of 2023 compensation decisions (the “2023 Industry Peer Group”) is illustrated in the following table:

  92. Compensation Peer Group

    | 2023 Industry Peer Group | | | Alliance Data Systems Corporation | √ | | Automatic Data Processing, Inc. | √ | | Black Knight, Inc. | √ | | Broadridge Financial Solutions, Inc. | √ | | Ceridian HCM Holding Inc. | √ | | Equifax Inc. | √ | | Euronet Worldwide, Inc. | √ | | Fair Isaac Corporation | √ | | Fidelity National Information Services, Inc. | √ | | Fiserv, Inc. | √ | | Global Payments Inc. | √ | | Intuit Inc. | √ | | Jack Henry & Associates, Inc. | √ | | Mastercard Incorporated | √ | | Paychex, Inc. | √ | | Paycom Software, Inc. | √ | | SS&C Technologies Holdings, Inc. | √ | | Wex, Inc. | √ |

  93. Information on Other Compensation- Related Topics

    Ms. Vickery, who served as our interim Chief Financial Officer and was not previously an executive officer, is not subject to the stock ownership requirements. Currently, all of our other NEOs are in compliance with this policy or are on track to meet the required ownership level within the applicable time period. Insider Trading Policy. The Company maintains an insider trading policy applicable to all directors and employees. The policy provides that Company personnel may not buy, sell or engage in other transactions in the Company’s stock while in possession of material non-public information, buy or sell securities of other companies while in possession of material non-public information about those companies they become aware of as a result of business dealings between the Company and those companies, or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading for a limited group of Company employees (including all directors and NEOs) to defined window periods which align with our quarterly earnings releases. Anti-Hedging and Pledging Policy. Our employees, officers and directors are prohibited from purchasing or selling derivative securities, entering into derivatives contracts relating to our stock or otherwise engaging in hedging transactions. The prohibition on hedging transactions does not apply to stock options and awards under employee plans. Furthermore, our insider trading compliance policy prohibits executive officers and directors from pledging or otherwise using our common shares as collateral. Equity Grant Practices. We generally grant equity-based incentives annually during the first calendar quarter. To date there has been no set program for the award of incremental periodic grants, and our compensation committee retains discretion to make equity awards at any time, including in connection with the promotion of an executive, to reward an executive for extraordinary performance or the assumption of additional responsibilities or for retention purposes. Clawback Policies. In light of new rules promulgated by the NYSE and SEC requirements, we adopted a compensation recoupment policy in 2023, which policy complies with the required standards (the “NYSE Clawback Policy”). The NYSE Clawback Policy provides for the prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the NYSE Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of a financial reporting measure. In general, we may utilize a broad range of recoupment methods under the NYSE Clawback Policy. The NYSE Clawback Policy does not condition clawback on the fault of the executive officer, and clawback thereunder is generally mandatory, except in limited circumstances where the compensation committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expenses paid to a third party in an effort to enforce the NYSE Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code and applicable regulations. Operation of the NYSE Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. We may not indemnify any such executive officer against the loss of such recovered compensation. In 2019, we previously adopted a clawback policy applicable to our executive officers, including our NEOs, which applies to all incentive-based compensation earned by our executive officers (the “Supplemental Clawback Policy”). The Supplemental Clawback Policy provides that if our compensation committee determines that an executive officer engaged in misconduct that contributed to the Company being required to make a restatement of its financial statements, the Company will promptly recover from such executive officer all incentive-based compensation received that was in excess of the incentive-based compensation such executive officer would have received under the restated financial results of the Company. The Supplemental Clawback Policy remains in effect with respect to compensation received prior to the October 2, 2023 phase-in date of the NYSE Clawback Policy. No Excise Tax Gross-Ups. The Company does not provide excise tax gross-ups for any of its NEOs. Risk Assessment in Compensation Programs. We believe our compensation programs encourage and reward prudent business judgment without encouraging undue risk. The compensation committee reviews our compensation programs for features that might encourage inappropriate risk-taking. We believe our compensation policies and practices do not create undue risks that are reasonably likely to have a material adverse effect on us.

  94. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table shows the compensation for each of the NEOs. The amounts presented below in the “Stock Awards” and “Option Awards” columns represent the grant date fair value of awards granted to the NEOs and may not reflect the actual value to be realized by each NEO. The actual value realized will not be determined until the time of vesting in the case of Performance Shares, Performance-Based RSUs, and restricted stock, or until option exercise in the case of option awards.

  95. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ronald F. Clarke Chief Executive Officer and Chairman of the Board of Directors | 2023 | $1,200,000 | — | $1,440,058 | — | — | $28,966 | $2,669,024 | | | 2022 | $1,176,923 | — | — | — | $2,776,500 | $33,575 | $3,986,998 | | | 2021 | $1,000,000 | — | — | $55,556,000 | $1,335,000 | $32,473 | $57,923,473 | | Tom Panther Chief Financial Officer | 2023 | $261,539 | — | $1,380,255 | $1,200,001 | — | $13,308 | $2,855,102 | | Alissa B. Vickery Chief Accounting Officer and Former Interim Chief Financial Officer | 2023 | $284,615 | — | $434,473 | — | — | $5,010 | $724,098 | | | 2022 | $247,115 | $56,250 | $250,024 | $300,009 | $93,750 | $3,086 | $950,235 | | Armando L. Netto(6) Group President, Vehicle Payments in Brazil and North America | 2023 | $503,091 | — | $2,610,830 | $1,200,051 | — | $47,199 | $4,361,171 | | | 2022 | $483,780 | $64,482 | $1,535,089 | $2,400,075 | $226,582 | $32,779 | $4,742,787 | | | 2021 | $425,945 | — | $1,535,353 | $5,310,426 | $460,021 | $31,069 | $7,762,813 | | Alan King(6) Group President, Vehicle Payments in Europe and Australia | 2023 | $450,000 | — | $2,302,532 | $1,200,051 | — | $411,343 | $4,363,926 | | | 2022 | $399,089 | — | $1,535,089 | $2,400,075 | $393,986 | $253,271 | $4,981,510 | | | 2021 | $409,287 | — | $1,335,373 | $986,337 | $385,161 | $22,601 | $3,138,759 |

  96. 2023 Summary Compensation Table

    (1) Represents the salary earned for the applicable year. (2) Includes the aggregate grant date fair value for stock awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For an overview of the features of the 2023 awards, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards” and “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Annual Incentive.” Grant date fair values for Performance Shares and Performance-Based RSUs are computed based on the probable outcome of the performance conditions as of the grant date for the award. The Performance Shares do not provide for payouts above the target performance level (which was the probable outcome as of the date of grant). The grant date fair value of the Performance-Based RSU awards, assuming maximum performance with respect to the applicable performance goals, would be as follows: $1,350,020 for Mr. Panther; $1,917,657 for Mr. Netto; and $1,917,657 for Mr. King. (3) Represents the aggregate grant date fair value for the stock option awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. For an overview of the features of the 2023 awards, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (4) Represents the cash amounts earned under the annual incentive award program based on achievement of performance goals under the program. For a description of the program, including the 2023 performance goals, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Annual Incentive.” (5) The following table breaks down the amounts included in the “All Other Compensation” column for 2023:

  97. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information about awards granted in 2023 to each of the NEOs:

  98. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(2) | All Other Option Awards: Number of Securities Underlying Options(3) | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/Sh) | ($) | | Ronald F. Clarke | | — | $360,000 | $2,160,000 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | — | — | 6,745 | — | — | $1,440,058 | | Tom Panther | | — | $45,000 | $135,000 | — | — | — | — | — | — | — | | | 5/2/23 | | — | — | 2,173 | 4,346(5) | 6,519 | — | — | — | $900,013 | | | 5/2/23 | — | — | — | — | 1,449(6) | — | — | — | — | $300,073 | | | 5/2/23 | — | — | — | — | — | — | 870 | — | — | $180,168 | | | 5/2/23 | — | — | — | — | — | — | — | 17,002 | $207.09 | $1,200,001 | | Alissa B. Vickery | | — | $30,000 | $48,000 | — | — | — | — | — | — | — | | | 3/1/23 | — | — | — | — | 1,171(6) | — | — | — | — | $250,009 | | | 3/1/23 | — | — | — | — | — | — | 582 | — | — | $124,257 | | | 3/1/23 | — | — | — | — | — | — | 282 | — | — | $60,207 | | Armando L. Netto(7) | | — | $86,433 | $237,359 | — | — | — | — | — | — | — | | | 1/23/2023 | — | — | — | — | — | — | — | 17,679 | $200.41 | $1,200,051 | | | 1/23/2023 | — | — | — | — | — | — | 3,071 | — | — | $615,459 | | | 3/1/23 | — | — | — | — | — | — | 1,362 | — | — | $290,787 | | | 3/1/23 | — | — | — | 2,994 | 5,988(5) | 8,982 | — | — | — | $1,278,438 | | | 3/1/23 | — | — | — | — | 1,996(6) | — | — | — | — | $426,146 | | Alan King | | — | $67,500 | $202,500 | — | — | — | — | — | — | — | | | 1/23/2023 | — | — | — | — | — | — | 1,636 | — | — | $327,871 | | | 1/23/2023 | — | — | — | — | — | — | — | 17,679 | $200.41 | $1,200,051 | | | 3/1/23 | — | — | — | — | — | — | 1,265 | — | — | $270,078 | | | 3/1/23 | — | — | — | — | 1,996(6) | — | — | — | — | $426,146 | | | 3/1/23 | — | — | — | 2,994 | 5,988(5) | 8,982 | — | — | — | $1,278,438 |

  99. 2023 Grants of Plan-Based Awards

    (1) Reflects the amounts that could be earned under the cash portion of our 2023 annual incentive program for each NEO. For information concerning this program, see “Compensation Discussion and Analysis—Key Elements of 2023 Named Executive Officer Compensation—Annual Incentive.” See the 2023 Summary Compensation Table for actual cash amounts earned for 2023 performance. (2) Reflects the number of shares of time-based restricted stock granted in 2023 in connection with our 2023 annual incentive program and our special 2023 restricted stock award program. For information concerning these grants and the vesting terms, see “Compensation Discussion and Analysis— Key Elements of 2023 Named Executive Officer Compensation — Annual Incentive” and “Compensation Discussion and Analysis— Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (3) Reflects the number of time-based stock options granted in 2023. For information concerning these grants and the vesting terms, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (4) Reflects the grant date fair value of Performance Shares, Performance-Based RSUs, time-based restricted stock, and stock option awards granted to each of the NEOs in 2023 computed in accordance with FASB ASC Topic 718. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. There can be no assurance that the grant date fair value of stock and option awards will ever be realized by the named executive officers. (5) Reflects the Performance-Based RSU awards granted in 2023. For information concerning these grants, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (6) Reflects the Performance Share awards granted in 2023. For information concerning these grants, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (7) As Mr. Netto is based in Brazil, his cash compensation is denominated in Brazilian Real. Non-equity incentive plan award amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$4.9915 for 2023. For information regarding the amount of salary and bonus in proportion to total compensation of our NEOs, see “Compensation Discussion and Analysis — Components of Compensation and Target Direct Compensation Mix” above. For information regarding the employment agreements and offer letters with our NEOs, see “Potential Payments Upon Termination or Change in Control” below.

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows the number of stock options and stock awards held by the NEOs on December 31, 2023:

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Ronald F. Clarke | 12/4/2014 | 850,000 | — | — | $149.68 | 12/4/2024 | — | — | — | — | | | 1/20/2016 | 425,000 | — | — | $114.90 | 1/20/2026 | — | — | — | — | | | 1/25/2017 | 850,000 | — | — | $150.74 | 1/25/2027 | — | — | — | — | | | 9/30/2021 | — | — | 850,000 | $261.27 | 12/31/2024 | — | — | — | — | | | 3/1/2023 | — | — | — | — | — | 6,745(4) | $1,906,204 | — | — | | Tom Panther | 5/2/2023 | — | 17,002 | — | $207.09 | 5/2/2033 | — | — | — | — | | | 5/2/2023 | — | — | — | — | — | — | — | 1,449(5) | $409,502 | | | 5/2/2023 | — | — | — | — | — | — | — | 4,346(6) | $1,228,223 | | | 5/2/2023 | — | — | — | — | — | 870(4) | $245,871 | — | — | | Alissa B. Vickery | 10/19/2016 | 10,000 | — | — | $174.35 | 10/19/2026 | — | — | — | — | | | 1/25/2017 | 2,000 | — | — | $150.74 | 1/25/2027 | — | — | — | — | | | 5/5/2017 | 3,276 | — | — | $133.40 | 5/5/2027 | — | — | — | — | | | 4/22/2019 | 8,000 | — | — | $252.50 | 4/22/2029 | — | — | — | — | | | 4/10/2020 | 3,318 | 1,106 | — | $224.99 | 4/10/2030 | — | — | — | — | | | 10/21/2020 | — | — | — | — | — | 56(7) | $15,826 | — | — | | | 3/12/2021 | — | — | — | — | — | 177(7) | $50,022 | — | — | | | 1/24/2022 | 1,147 | 3,441 | — | $225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | — | 416(8) | $117,566 | — | — | | | 3/01/2023 | — | — | — | — | — | — | — | 1,171(5) | $330,936 | | | 3/01/2023 | — | — | — | — | — | 282(4) | $79,696 | — | — | | | 3/01/2023 | — | — | — | — | — | 291(9) | $82,240 | — | — |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | OPTION AWARDS | | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3) | | Armando L. Netto | 1/20/2016 | 18,500 | — | — | $114.90 | 1/20/2026 | — | — | — | — | | | 5/5/2017 | 30,000 | — | — | $133.40 | 5/5/2027 | — | — | — | — | | | 3/1/2018 | 15,000 | — | — | $199.75 | 3/1/2028 | — | — | — | — | | | 2/27/2019 | 20,000 | — | — | $231.70 | 2/27/2029 | — | — | — | — | | | 3/27/2020 | 18,797 | 6,266 | — | $196.18 | 3/27/2030 | — | — | — | — | | | 1/25/2021 | 8,232 | 8,234 | — | $261.07 | 1/25/2031 | — | — | — | — | | | 1/25/2021 | — | — | — | — | — | 1,764(10) | $498,524 | — | — | | | 4/21/2021 | 30,625 | — | — | $196.18 | 3/27/2030 | — | — | — | — | | | 1/24/2022 | 4,588 | 13,764 | — | $225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | 4,588 | 13,764 | — | $225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | — | 2,663(10) | $752,590 | — | — | | | 1/23/2023 | — | — | — | — | — | 3,071(9) | $867,895 | — | — | | | 1/23/2023 | — | 17,679 | — | $200.41 | 1/23/2033 | — | — | — | — | | | 3/01/2023 | — | — | — | — | — | — | — | 1,996(5) | $564,090 | | | 3/01/2023 | — | — | — | — | — | — | — | 5,988(6) | $1,692,269 | | | 3/01/2023 | — | — | — | — | — | 1,362(4) | $384,915 | — | — | | Alan King | 8/1/2016 | 11,272 | — | — | $152.31 | 8/1/2026 | — | — | — | — | | | 5/5/2017 | 15,000 | — | — | $133.40 | 5/5/2027 | — | — | — | — | | | 2/27/2019 | 9,600 | — | — | $231.70 | 2/27/2029 | — | — | — | — | | | 3/27/2020 | 15,664 | 5,222 | — | $196.18 | 3/27/2030 | — | — | — | — | | | 1/25/2021 | 6,860 | 6,862 | — | $261.07 | 1/25/2031 | — | — | — | — | | | 1/25/2021 | — | — | — | — | — | 1,461(10) | $412,893 | — | — | | | 1/24/2022 | 4,588 | 13,764 | — | $225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | 4,588 | 13,764 | — | $225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | — | 2,663(10) | $752,590 | — | — | | | 1/23/2023 | — | — | — | — | — | 1,636(9) | $462,350 | — | — | | | 1/23/2023 | — | 17,679 | — | $200.41 | 1/23/2033 | — | — | — | — | | | 3/01/2023 | — | — | — | — | — | — | — | 1,996(5) | $564,090 | | | 3/01/2023 | — | — | — | — | — | — | — | 5,988(6) | $1,692,269 | | | 3/01/2023 | — | — | — | — | — | 1,265(4) | $357,502 | — | — |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) Stock options in these columns generally vest in substantially equal installments on each of the first four anniversaries of the grant date. (2) For Mr. Clarke, reflects a performance-based stock option award granted to Mr. Clarke in 2021, reported at the target performance level, which is the portion of the award that would be eligible to vest after achievement of both of the stock price hurdles applicable to the award. For Mr. Clarke to earn the full award, our stock price must achieve two stock price hurdles by December 31, 2024, and any portion of the award earned based on stock price performance will generally vest in substantially equal increments on each of March 31, 2022, September 30, 2022 and March 31, 2023. Neither stock price hurdle applicable to this award had been achieved as of December 31, 2023. (3) Market value of Performance Shares, Performance-Based RSUs, and shares of restricted stock that have not vested is calculated using $282.61, the Company’s closing stock price on December 29, 2023 (the last trading day of 2023). (4) Represents time-based restricted stock granted during 2023 in connection with our 2023 annual incentive program which generally vested on March 1, 2024. (5) Represents Performance Shares unvested and unearned at December 31, 2023, where performance targets are based on achieving financial or other performance goals for the period ending December 31, 2023. The earned portion of the award generally pays out after certification of the performance goals, except that the earned portion of Ms. Vickery’s 2023 Performance Share award vests as to 5/8 of the award on the first anniversary of the grant date, and as to 3/8 of the award on the second anniversary of the grant date. For information regarding the portion of the awards actually earned after the compensation committee’s certification of the performance goals, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (6) Represents Performance-Based RSUs unvested and unearned at December 31, 2023, where performance targets are based on achieving Company-wide or business unit performance goals. These awards were generally subject to a performance period ending on December 31, 2023, and the earned portions of the awards generally vest in substantially equal installments on each of the first three anniversaries of the grant date. The awards are reported based on the target performance level. For information regarding the portion of the awards actually earned after the compensation committee’s certification of the performance goals, see “Compensation Discussion and Analysis — Key Elements of 2023 Named Executive Officer Compensation — Equity Awards.” (7) Reflects the unvested portion of Performance Share awards granted in 2020 and 2021 that were earned based on 2020 and 2021 performance, respectively. Ms. Vickery’s earned 2020 and 2021 Performance Shares are 5/8 vested on the first anniversary of the grant date, and 1/8 vested on each of the second, third and fourth anniversaries of the grant date. (8) Reflects the unvested portion of Performance Share award granted in 2022 that was earned based on 2022 performance, and which was vested as to 5/8 of the earned award on the first anniversary of the grant date and as to the remaining 3/8 of the earned award on the second anniversary of the grant date. (9) Reflect special grants of restricted stock granted in 2023 that generally vested on January 23, 2024, except that Ms. Vickery's award vested in substantially equal installments on each of September 1, 2023 and March 1, 2024. (10) For Mr. King and Mr. Netto, amounts in this column reflect the unvested portion of Performance-Based RSU awards granted in 2021 and 2022 that were earned based on 2021 performance and 2022 performance, respectively, and which vest in substantially equal installments on the first three anniversaries of the grant date.

  104. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table shows the number of stock options exercised and stock vested in 2023 by each of the NEOs:

  105. 2023 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ronald F. Clarke | — | — | — | — | | Tom Panther | — | — | — | — | | Alissa B. Vickery | — | — | 1,227 | $268,191 | | Armando L. Netto | — | — | 6,929 | $1,388,197 | | Alan King | — | — | 6,525 | $1,306,938 |

  106. 2023 Option Exercises and Stock Vested

    (1) Value realized with respect to stock awards is calculated based on the closing price of our common stock on the New York Stock Exchange on the date of vesting. There is no guarantee the NEOs actually received or will receive the value indicated upon the ultimate disposition of the underlying shares of common stock.

  107. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  108. Employment Agreements, Severance and Change of Control Benefits

    Employment Agreements, Severance and Change of Control Benefits Ronald F. Clarke We entered into an employment agreement with Mr. Clarke in 2010, the key terms of which are:

  109. Employment Agreements, Severance and Change of Control Benefits

    | | The agreement term automatically renews for successive one-year periods unless we provide notice at least 30 days prior to the expiration date. |

  110. Employment Agreements, Severance and Change of Control Benefits

    | | Mr. Clarke is entitled to an annual base salary of at least $687,500. |

  111. Employment Agreements, Severance and Change of Control Benefits

    | | If we terminate Mr. Clarke’s employment other than for “cause” (as defined below), including through non-renewal of the agreement, Mr. Clarke will receive (1) cash severance payments, in equal monthly installments over 12 months, in an amount equal to 150% of his then-current annual base salary plus any accrued and unpaid vacation, (2) payment of his health insurance premiums for coverage under COBRA in amounts equal to those made immediately prior to his termination until, at his election, the earlier of the expiration of the severance period or his commencement of employment with another employer and (3) continuation of coverage during the severance period under our life and disability insurance plans, if permitted by the terms of the plans. |

  112. Employment Agreements, Severance and Change of Control Benefits

    | | The employment agreement includes customary non-competition and non-solicitation provisions that apply during his employment with the Company and for one year thereafter, as well as customary confidentiality and intellectual property provisions and a mutual non- disparagement provision. |

  113. Employment Agreements, Severance and Change of Control Benefits

    “Cause” is defined, in general, to mean: Mr. Clarke’s (1) failure to render services to us, (2) commission of an act of disloyalty, gross negligence, dishonesty or breach of fiduciary duty, (3) material breach of the agreement, (4) commission of any crime or act of fraud or embezzlement, (5) misappropriation of our assets, (6) violation of material policies, (7) commission of acts generating material adverse publicity toward us, (8) commission or conviction of a felony, or (9) death or inability due to disability to perform his essential job functions for a period of three consecutive months. “Good reason” is defined to mean, following a change in control, and without Mr. Clarke’s written consent: (1) a significant diminution in the nature and scope of his authority, duties or responsibilities; (2) a reduction in his annual base salary or total compensation and benefits in the amount of 10% or more; (3) his principal place of employment is relocated to a place that is more than 25 miles from the prior principal place of employment; or (4) he is required to be away from his office 25% more than was required prior to the change in control. “Change in control” for purposes of Mr. Clarke’s employment agreement generally has the meaning given to such term in our 2010 Equity Compensation Plan (the “2010 Plan”), which generally means any of the following: (1) the sale by the Company of all or substantially all of its assets or the consummation by the Company of any merger, consolidation, reorganization, or business combination with any person that results in a substantial change in ownership or leadership, as further described in the definition; (2) the acquisition directly or indirectly by any person or group of beneficial ownership of securities entitled to vote generally in the election of directors of the Company that represent 30% or more of the combined voting power of the Company’s then-outstanding voting securities, subject to certain exceptions as described in the definition; (3) turnover of a majority of the Board, subject to certain exceptions; and (4) the approval by the Company’s shareholders of a liquidation or dissolution of the Company, subject to certain exceptions.

  114. Quantification of Potential Payments

    Quantification of Potential Payments The following table shows the potential payments to the NEOs upon a termination of employment in various circumstances, including in connection with a change in control. In preparing the table, we assumed the triggering event occurred on December 29, 2023 (the last business day of fiscal 2023).

  115. Quantification of Potential Payments

    | Name | Severance Amount ($)(1) | Accelerated Vesting of Equity Awards ($)(2) | Benefits ($)(3) | Total ($) | | Ronald F. Clarke | | | | | | Termination without cause | $1,800,000 | — | $25,620 | $1,825,620 | | Termination for good reason or termination without cause following a change in control | $1,800,000 | $20,045,214 | $25,620 | $21,870,834 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | — | — | — | | Tom Panther | | | | | | Termination without cause | $400,000 | — | $14,734 | $414,374 | | Termination without cause following a change in control | $445,000 | $3,167,587 | $14,734 | $3,627,321 | | Change in control | — | $3,167,587 | — | $3,167,587 | | Death or disability/Retirement | — | $1,385,552 | — | $1,385,552 | | Alissa B. Vickery(4) | | | | | | Termination without cause | $300,000 | — | — | $300,000 | | Termination without cause following a change in control | $330,000 | $936,701 | — | $1,266,701 | | Change in control | — | $936,701 | — | $936,701 | | Death or disability/Retirement | — | $577,792 | — | $577,792 | | Armando L. Netto(5) | | | | | | Termination without cause | $503,091 | — | $15,580 | $518,671 | | Termination without cause following a change in control | $589,524 | $6,932,427 | $15,580 | $7,537,531 | | Change in control | — | $6,932,427 | — | $6,932,427 | | Death or disability/Retirement | — | $4,833,573 | — | $4,833,573 | | Alan King | | | | | | Termination without cause | $450,000 | — | $27,045 | $477,045 | | Termination without cause following a change in control | $517,500 | $7,867,553 | $27,245 | $8,412,298 | | Change in control | — | $7,867,553 | — | $7,867,553 | | Death or disability/Retirement | — | $4,223,257 | — | $4,223,257 |

  116. Quantification of Potential Payments

    (1) For Mr. Clarke, represents 150% of his then-current annual base salary and any accrued vacation. For Mr. Panther, Ms. Vickery, Mr. Netto and Mr. King, represents one year of their then-current annual base salary. (2) Under our 2010 Plan and the stock option, restricted share and restricted stock unit agreements with each named executive officer, all awards, other than Mr. Clarke's 2021 CEO Performance Option, are subject to vesting in the event of a change in control or the executive's retirement, death or disability. The value shown above with respect to a change in control represents the value of the unvested options, restricted shares and restricted stock units held by the named executive officers at December 29, 2023, assuming a value of $282.61 per share, the closing price of our common stock on the New York Stock Exchange on December 29, 2023 (the last business day of 2023), for which vesting would be accelerated. The value shown above with respect to death, disability and retirement represents the value of the portion of the awards that are scheduled to vest in the year in which the retirement, death or disability occurs, which portion would vest upon such events. For options with an exercise price above the closing price of our common stock on December 29, 2023, accelerated vesting value was assumed as zero. (3) Represents payment of medical, dental and vision benefits for 12 months. (4) The Company does not hold an offer letter or other individual agreement with Ms. Vickery. For purposes of this disclosure, we have assumed that Ms. Vickery would receive cash severance compensation similar to other non-CEO named executive officers. (5) As Mr. Netto is based in Brazil, his cash compensation is denominated in Brazilian Real. All cash amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$4.9915 for 2023.

  117. 10. CEO PAY RATIO

    10. CEO PAY RATIO As required by item 402(u) of Regulation S-K, the compensation committee reviewed a comparison of our CEO’s annual total compensation in fiscal year 2023 to that of all other Company employees for the same period. We identified our median employee by determining December 2023 pay (which was our consistently applied compensation measure for purposes of this disclosure) for all of our employees (as defined for purposes Item 402(u) of Regulation S-K), excluding our CEO, who were employed by us on December 31, 2023. For this purpose, the total pay for each employee was determined by calculating such employee’s total December 2023 compensation using the same categories of compensation that are required to be included in the Summary Compensation Table. We then annualized that total for each employee, but did not annualize the compensation for temporary or seasonal employees or make full-time equivalent adjustments. We did not make any cost-of-living adjustments when identifying our median employee. We applied a foreign currency to U.S. dollar exchange rate to the compensation paid in foreign currency based on rates as of December 31, 2023. The annual total compensation for fiscal year 2023 for our CEO was $2,669,024, as set forth in the 2023 Summary Compensation Table for 2023 above, and for our median employee it was $50,798, making the resulting ratio approximately 53 to 1. This was calculated, in a manner consistent with Item 402(u) of SEC Regulation S-K, based on our payroll and employment records. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow reporting companies to adopt a variety of methodologies, and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratios reported by other companies may not be comparable to the pay ratio set forth above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. Approximately 59% of our employees are located outside of the U.S., in several different countries. In several of these countries the cost of living is much lower than in the U.S., as is employee compensation. In light of this, we also conducted a review of compensation for our employees located only in the U.S. We included all such employees, and calculated the median of such employees using the same definitions and methodology as described above with respect to our full employee group. We determined that the annual total compensation of the median compensated U.S.-based employee, other than our CEO, was $77,729. The ratio of our CEO’s annual total compensation to that of such U.S.-based employee was approximately 34 to 1.

  118. 11. PAY VERSUS PERFORMANCE DISCLOSURE

    11. PAY VERSUS PERFORMANCE DISCLOSURE As required by the pay versus performance rules adopted by the SEC (“PVP Rules”), the below Pay Versus Performance table (“PVP Table”) provides information about compensation for this Proxy Statement’s NEOs, as well as NEOs from our 2023, 2022 and 2021 Proxy Statements (each of 2020, 2021, 2022 and 2023, a “Covered Year”). The PVP Table also provides information about the results for certain financial performance measures during those same Covered Years. In reviewing this information, there are a few important things to consider:

  119. 11. PAY VERSUS PERFORMANCE DISCLOSURE

    | | As required by the PVP Rules, we describe the information in columns (c) and (e) as “compensation actually paid” (or “CAP”) to the applicable NEOs, but these CAP amounts do not entirely reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP reflects a calculation involving a combination of realized pay (primarily for cash amounts) and realizable or accrued pay (primarily for pension benefits and equity awards); and |

  120. 11. PAY VERSUS PERFORMANCE DISCLOSURE

    | | As required by the PVP Rules, we provide information about our total shareholder return (“TSR”) results, PVP Peer Group (as defined below) TSR results and U.S. GAAP net income results (the “External Measures”) during the Covered Years in the PVP Table, but we did not actually base any compensation decisions for the NEOs on, or link any NEO pay to, these particular External Measures because the External Measures were not metrics used in our incentive plans during the Covered Years. |

  121. 11. PAY VERSUS PERFORMANCE DISCLOSURE

    Due to the use of the Adjusted EPS-COMP in our incentive programs, the Company has determined that, pursuant to the PVP Rules, Adjusted EPS-COMP should be designated as the “Company-Selected Measure” because we believe it is the most important financial measure that we used to link 2023 NEO pay to our performance.

  122. Pay Versus Performance Table(1)

    Pay Versus Performance Table(1)

  123. Pay Versus Performance Table(1)

    | | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(e)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year(a) | Summary Compensation Table (“SCT”) Total for PEO(b) | Compensation Actually Paid to PEO(c)(2) | | | Total Shareholder Return(f)(3) | Peer Group Total Shareholder Return(g)(4) | Net Income (in millions)(h)(5) | Company- Selected Measure: Adjusted EPS-COMP(i)(6) | | 2023 | $2,669,024 | $21,140,906 | $3,076,074 | $5,914,216 | $98.22 | $149.36 | $982 | $17.18 | | 2022 | $3,986,998 | ($24,347,434) | $3,883,399 | $208,386 | $63.84 | $98.20 | $954 | $15.54 | | 2021 | $57,923,473 | $31,186,881 | $4,524,830 | $2,515,971 | $77.80 | $118.74 | $839 | $12.66 | | 2020 | $1,311,225 | ($325,275) | $2,179,759 | $2,244,485 | $94.82 | $124.60 | $704 | $5.78 |

  124. Pay Versus Performance Table(1)

    (1) Mr. Clarke was our principal executive officer (“PEO”) for the full year for each of 2023, 2022, 2021 and 2020. For 2023, our non-PEO NEOs were Mr. Panther, Ms. Vickery, Mr. Netto, and Mr. King. For 2022, our non-PEO NEOs were Ms. Vickery, Charles R. Freund, Mr. Netto, Mr. King, Alexey Gavrilenya and John S. Coughlin. For 2021, our non-PEO NEOs were Mr. Freund, Mr. Coughlin, Mr. Gavrilenya, and Mr. Netto. For 2020, our non-PEO NEOs were Mr. Freund, Eric R. Dey, Mr. Coughlin, Mr. Gavrilenya, and Mr. Netto. (2) In determining both the CAP to our PEO and the average CAP to our non-PEO NEOs for 2023 for purposes of this Pay Versus Performance Table (“PVP Table”), we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) (as applicable) the following amounts:

  125. Pay Versus Performance Table(1)

    | Item and Value Added (Deducted) | 2023 | | For Mr. Clarke: Summary Compensation Table Total: | $2,669,024 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | ($1,440,058) | | - SCT “Option Awards” column value | — | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $1,906,204 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $18,005,736 | | + vesting date fair value of equity awards granted and vested in Covered Year | — | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | — | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | — | | Compensation Actually Paid: | $21,140,906 |

  126. Pay Versus Performance Table(1)

    | For Non-PEO NEOs (Average): Summary Compensation Table Total: | $3,076,074 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | ($1,682,023) | | - SCT “Option Awards” column value | ($900,026) | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $3,761,198 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $1,491,552 | | + vesting date fair value of equity awards granted and vested in Covered Year | $19,851 | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $207,101 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | ($59,510) | | + includable dividends/earnings on equity awards during Covered Year | — | | Compensation Actually Paid: | $5,914,216 |

  127. Pay Versus Performance Table(1)

    (3) For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.001 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on December 31, 2019 through and including the last day of the fiscal year covered (each one-year, two-year, three-year, and four-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered 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. (4) For purposes of this pay versus performance disclosure, our peer group is the S&P 500® Data Processing & Outsourced Services Sub Industry Index (the “PVP Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment, in the PVP Peer Group. (5) Net income is calculated in accordance with United States Generally Accepted Accounting Principles. (6) Adjusted EPS-COMP is Adjusted EPS (or adjusted net income per diluted share), calculated as set forth on Appendix A, further adjusted to exclude the impact of (a) the macro-environment (including foreign exchange rates, fuel prices, tax rates, fuel price spreads and interest rate fluctuations), and (b) acquisitions and divestitures. The charts to the right provide, across the Covered Years, (1) a comparison between our cumulative TSR and the cumulative TSR of the PVP Peer Group, and (2) illustrations of the relationships between (A) the CAP to the PEO and the average CAP to our non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above. For a discussion of how our compensation committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the “Compensation Discussion and Analysis” in this Proxy Statement. The following table lists the three financial performance measures that we believe represent the most important financial performance measures we used to link compensation actually paid to our named executive officers for fiscal 2023 to our performance:

  128. Pay Versus Performance Table(1)

    | Most Important Financial Performance Measures | | Adjusted EPS-COMP | | GAAP Revenue, as adjusted | | Stock Price |

  129. 17. PROPOSAL 1: ELECTION OF DIRECTORS

    17. PROPOSAL 1: ELECTION OF DIRECTORS Our Board of Directors currently consists of eleven members. Except for our CEO, all of our directors are independent under the NYSE rules. Each of our directors — Steven T. Stull, Annabelle Bexiga, Ronald F. Clarke, Joseph W. Farrelly, Rahul Gupta, Thomas M. Hagerty, Archie L. Jones, Richard Macchia, Hala G. Moddelmog, Jeffrey S. Sloan and Gerald Throop — will stand for election to the Board for a one-year term. If elected, each director nominee will hold office until the next annual meeting and until his or her successor is elected and qualified, or until their earlier resignation, removal or other termination of service. The accompanying proxy will be voted in favor of each individual to serve as a director unless the shareholder indicates to the contrary on the proxy. The Board expects that each of the nominees will be available to serve, but if any of them is unable to serve at the time the election occurs, the Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. Our Board of Directors recommends that you vote “FOR” each of the director nominees named above.

  130. 22. BOARD LEADERSHIP

    22. BOARD LEADERSHIP Our corporate governance guidelines provide that our Board will include a majority of independent directors. Our CEO serves as the Chairman of the Board and has served as such since 2003. While we believe this leadership structure has been effective, since 2020 a Lead Independent Director has served as a representative of the independent, non-employee directors of the Board and exercises additional powers and responsibilities in connection with Board meetings. The Lead Independent Director will serve a one-year term, which expires at each annual meeting of shareholders. Mr. Stull has served as Lead Independent Director since 2020, with his term ending at the annual meeting. The Board expects that, if elected at the annual meeting, Mr. Stull will be appointed to serve another term as Lead Independent Director until the 2025 annual meeting. Mr. Stull is the Founder and CEO of Advantage Capital Partners, a private equity firm, which, since formation, has invested $4.1 billion in over 900 companies, spanning a diverse array of industry sectors. Prior to founding Advantage Capital Partners, Mr. Stull served for nine years as an executive in the investment department of General American Life Insurance Company, heading its securities division and personally managing its high yield, convertible, and preferred stock portfolios. Mr. Stull has served as a director for public and private companies, including serving as member of audit and compensation committees. Mr. Stull is nationally recognized for his leadership efforts in small business capital formation, particularly for businesses located in distressed or underserved communities. He was recognized by Ernst & Young as Entrepreneur of the Year for his sponsorship of entrepreneurship in Louisiana. Because of Mr. Stull’s extensive experience serving customers similar to the Company, his guidance and advice as a member of the Board has been instrumental in the achievement of 20% CAGR Adjusted EPS growth since going public in 2010. As a highly accomplished executive, his intimate knowledge of the Company’s business experienced through many business cycles has made him a highly effective Company director and an extraordinarily qualified Lead Independent Director. Also, he holds an MBA and bachelor’s degree in finance and economics from Washington University in St. Louis. He has earned the Fellow Life Management Institute/Master designation and the right to use the Chartered Financial Analyst designation. The Lead Independent Director has the following powers and responsibilities:

  131. 22. BOARD LEADERSHIP

    | | preside at all meetings of the Board at which the Chairman of the Board is not present |

  132. 22. BOARD LEADERSHIP

    | | preside over executive sessions of the non-employee directors |

  133. 22. BOARD LEADERSHIP

    | | serve as liaison between the non-employee directors and the Chairman and the CEO |

  134. 22. BOARD LEADERSHIP

    | | call meetings of non-employee directors, with appropriate notice |

  135. 22. BOARD LEADERSHIP

    | | coordinate with the Chairman and CEO on meeting schedules, agendas and information provided to the Board |

  136. 22. BOARD LEADERSHIP

    | | be available for consultation with significant shareholder if so requested and |

  137. 22. BOARD LEADERSHIP

    | | exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time |

  138. 22. BOARD LEADERSHIP

    Our corporate governance guidelines provide that our non- management directors will meet in executive session, without management present, as frequently as they deem appropriate, and they typically meet in executive session at the time of each regular Board meeting. The Lead Independent Director presides during the meeting of independent directors, and acts as a liaison between the non-management directors and the Chairman and CEO in connection with each regular meeting. We believe that having a combined Chairman and CEO, balanced with a Lead Independent Director, as well as a Board otherwise comprised solely of independent directors who meet regularly in executive session and independent chairs for the Board’s audit committee, compensation committee and governance committee and information technology and security committee provides an effective form of Board leadership and an appropriate balance between strategy development and independent oversight. The Board believes that having our CEO serve as Chairman of the Board facilitates the Board’s decision-making processes because Mr. Clarke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business. Accordingly, he is best positioned to develop agendas that ensure the Board’s time and attention is focused on the most critical matters. The combined role enables decisive leadership, ensures accountability and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees and customers.