DEF 14A of Corpay, Inc., Apr 10, 2026

DEF 14A of Corpay, Inc.

Filed Apr 10, 2026 · FY20250001175454-26-000022

Open on EDGAR

  1. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | 01. SUMMARY | 1 | | Information About Our 2026 Annual Meeting | 1 | | Proposals and Board Recommendations | 1 | | 02. CORPAY AT A GLANCE | 2 | | Our Vision | 2 | | Our Mission | 2 | | Our Strategy | 3 | | Our Performance | 3 | | Our Board of Directors | 4 | | Forward-Leaning Corporate Governance | 4 | | Forward-Leaning Compensation Practices | 5 | | Shareholder Engagement Results | 5 | | Our Commitment to Corporate Responsibility | 7 | | Talent Acquisition and Development | 7 | | Health and Wellness | 8 | | Voice of the Employee | 8 | | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | 9 | | Our Board of Directors | 9 | | Director Nominees | 11 | | Evaluation and Evolution of Our Board | 16 | | Board Meetings and Committees | 16 | | Board Committee Membership | 16 | | Risk Oversight | 18 | | Board Leadership Structure | 19 | | Director Independence | 19 | | 2025 Director Compensation | 19 | | Director Qualifications | 20 | | Director Nomination Process | 20 | | Governance Policies | 21 | | 04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT | 22 | | 05. COMPENSATION DISCUSSION AND ANALYSIS | 24 | | Leadership Transitions in 2025 | 24 | | 2025 Performance | 24 | | Responsiveness to 2025 Say-On-Pay Vote | 25 | | Shareholder Outreach Process | 25 | | 2021-2025 CEO Equity Compensation | 26 | | Forward-Leaning Compensation Practices | 27 | | Components of Compensation and Target Direct Compensation Mix | 28 | | Target Mix of Compensation | 29 | | Key Elements of 2025 Named Executive Officer Compensation | 30 | | Base Salary | 30 | | Equity Incentives | 30 | | NEO 2025 Equity Awards | 30 | | Performance-Based Equity | 31 | | Company Annual Equity Incentive | 31 | | Annual Bonus Equity Incentive | 32 | | Long-Term Equity Incentive | 33 | | Time-Based Equity | 34 | | Stock Options | 34 | | 2025 Performance-Based Equity Goals and Payout Results | 36 | | Other Compensation and Benefits | 41 | | Process to Review, Revise, and Set Compensation | 41 | | Compensation Peer Group | 42 | | Information on Other Compensation-Related Topics | 42 | | 06. 2025 NAMED EXECUTIVE OFFICER COMPENSATION | 45 | | 2025 Summary Compensation Table | 45 | | 2025 Grants of Plan-Based Awards | 47 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 48 | | 2025 Option Exercises and Stock Vested | 51 | | Potential Payments Upon Termination or Change in Control | 52 |

  2. (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

    | Employment Agreements, Severance and Change in Control Benefits | 52 | | Other NEOs | 52 | | Equity Awards | 52 | | Quantification of Potential Payments | 53 | | 07. EQUITY COMPENSATION PLAN INFORMATION | 54 | | 08. COMPENSATION COMMITTEE REPORT | 55 | | 09. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 56 | | 10. CEO PAY RATIO | 57 | | 11. PAY VERSUS PERFORMANCE DISCLOSURE | 58 | | Pay Versus Performance Table | 58 | | TSR and Peer TSR vs. Compensation Actually Paid | 60 | | Net Income vs. Compensation Actually Paid | 61 | | Adjusted EPS-COMP vs. Compensation Actually Paid | 61 | | 12. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 62 | | 13. DELINQUENT SECTION 16(A) REPORTS | 63 | | 14. FIVE YEAR STOCK PERFORMANCE GRAPH | 64 | | 15. AUDIT COMMITTEE REPORT | 65 | | 16. AUDIT MATTERS | 67 | | Fees Billed by Ernst & Young LLP | 67 | | Audit Fees | 67 | | Audit Related Fees | 67 | | Tax Fees and All Other Fees | 67 | | Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor | 68 | | 17. PROPOSAL 1: ELECTION OF DIRECTORS | 69 | | 18. PROPOSAL 2: RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026 | 70 | | 19. PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 71 | | 20. PROPOSAL 4: SHAREHOLDER PROPOSAL FOR INDEPENDENT BOARD CHAIRMAN | 72 | | 21. OTHER BUSINESS | 74 | | 22. ADDITIONAL INFORMATION | 75 | | Shareholder Proposals | 75 | | Universal Proxy Rules | 75 | | Solicitation of Proxies | 75 | | Voting Procedures | 76 | | Where to Find More Proxy Voting Information | 76 | | Householding of Proxy Materials | 77 | | 23. APPENDIX A | 78 | | Management’s Use of Non-GAAP Financial Measures | 78 | | Adjusted Net Income and Adjusted Net Income Per Diluted Share | 78 | | Reconciliation of Net Income to Pro Forma Adjusted Net Income | 78 |

  3. Adjusted EPS(2)

    | What we heard | What we have done in response | | Interest in the direction of NEO compensation, including metrics used for NEO incentive-based compensation | Annual Bonus Equity Incentive Performance Metrics: The entire portion of all participating NEOs’ (including the CEO) targeted Annual Bonus Equity Incentive opportunities for 2025 was contingent upon the achievement of pre-established financial and operating metrics. This incentive is fully denominated and settled in shares of stock and is in lieu of a traditional cash bonus opportunity. Performance Linkages: The 2025 equity incentives to all of our NEOs were comprised at least 50% of performance-based incentives, except for Mr. Netto due to his tax equalization award discussed below. These performance-based incentives were 100% contingent on the achievement of pre-established earnings per share, revenue and/or operating metrics. | | The majority of NEO compensation should be performance-based | For 2026, we ensured more than 50% of all NEO equity incentives in the aggregate is performance- based. | | Long-term compensation should have longer measurement periods | Our long-term equity compensation has a vesting schedule that is more than one year. A portion of long- term equity compensation has a performance measurement period of three years. | | Compensation structures should align with value creation | In 2025, incentives were granted 100% in the form of equity-based awards that are settled in the form of shares. We did not offer a traditional cash bonus opportunity to our NEOs and instead provided a short- term incentive opportunity in the form of an equity-based award (referred to as the Annual Bonus Equity Incentive). A portion of our NEOs’ targeted equity incentive opportunities are tied to the achievement of pre-established financial metrics that directly contribute to long-term shareholder value creation. We are committed to aligning the compensation of our NEOs with shareholder value creation. | | CEO compensation structure should help ensure long-term retention | In 2024, we provided the CEO with long-term equity awards, a portion of which has a performance measurement period of three years. | | Compensation for NEOs should have a total shareholder return component | We continue to believe the performance metrics we have chosen for our equity incentives are directly aligned with the creation of shareholder value, and are therefore the most appropriate metrics in the near-term. We have considered the use of relative total shareholder return ("TSR"), but have found that there are too few companies in our direct operating space that present the opportunity for reliable and statistically relevant comparisons of TSR over a three-year period. We intend to continue to review the possibility of adding relative TSR as a metric in coming years, and are receptive to doing so in the event that reliable comparisons are available. At target, and on average, approximately 90% of NEO compensation is settled in shares of stock, implicitly incorporating a TSR component. | | Disclosure should provide context for why the Company selects particular performance metrics for incentive- based compensation | As noted throughout this Proxy Statement, a portion of our NEOs’ equity incentives are tied to the achievement of the financial and operating metrics that best align with shareholder value creation and we have enhanced disclosure of the metrics. |

  4. Adjusted EPS(2)

    | | 2026 Notice of Annual Meeting & Proxy Statement | 7 |

  5. Adjusted EPS(2)

    | Table of Contents | 02. CORPAY AT A GLANCE |

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    Our Commitment to Corporate Responsibility Corporate responsibility promotes the long-term interests of our shareholders and strengthens Board and management accountability. Our corporate strategy includes a focus on how environmental and social issues may impact the long-term interests of our shareholders and other stakeholders. We believe that environmentally and socially responsible operating practices are important considerations while generating value for our shareholders, being good partners with our customers by providing efficient payment solutions, and being a good employer to our employees. Core Values

  7. Adjusted EPS(2)

    | | | | | | | INNOVATION | COLLABORATION | EXECUTION | INTEGRITY | PEOPLE | | Figure out a better way | Accomplish more together | Get it done; outputs matter | Do the right thing | We make the difference |

  8. Adjusted EPS(2)

    People As of December 31, 2025, Corpay employed approximately 11,800 associates located in 34 countries around the world, with approximately 4,300 of those associates based in the U.S. Our values-driven people programs, practices and policies have been developed to ensure we are able to attract, retain and develop the quality of talent necessary to advance our key initiatives and achieve our strategic objectives. We are firmly committed to delivering a strong employee value proposition and unique employment experience to our associates which, in turn, should lead to better customer experiences and business outcomes. Culture We believe that commitment to our culture is a strong determinant of the Company’s performance and success. Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions. Despite Corpay’s expansive size and geographic scope, we retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One Corpay” culture. Our Core Values are infused in all aspects of Corpay and guide our employee selection, behavior and interactions with both internal and external stakeholders. Through our relentless efforts to improve our workplace, in 2024 we earned the Great Place To Work Certification™ from Great Place To Work®. During 2025, we ranked #39 on the Top 100 Global Most Loved Workplaces® list from Newsweek and the Best Practice Institute, which highlights companies across the globe where employees genuinely love to work. We believe fostering a welcoming environment and an engaged employee base aligns with our values. Talent Acquisition and Development Corpay maintains a focus on recruiting a talented workforce across all businesses and geographies. Corpay recognizes both the importance of developing our workforce to power continued innovation, and the high demand of candidates in our industry. In addition to traditional recruiting channels (social media and third-party search firms), we also attract new talent through partnerships and employee referrals. Corpay offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness. Learning opportunities are available in all geographies at all levels, and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps, and enhancing the capabilities of our workforce. Leadership, teamwork, communication, and many other soft skills are vital to our success. We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training, and education. Our learning and development program, eleVate, has four pillars – Onboarding, Learner Education Advancement Program (“LEAP”), Mentorship and Coaching.

  9. Adjusted EPS(2)

    | 8 | 2026 Notice of Annual Meeting & Proxy Statement | |

  10. Adjusted EPS(2)

    | 02. CORPAY AT A GLANCE | Table of Contents |

  11. Adjusted EPS(2)

    There are 5 phases for Onboarding, the first pillar of eleVate, which include pre-boarding, Corpay Orientation, Team Orientation, Business Integration and Development. As part of the Corpay orientation, new employees are immersed in the Company’s mission, vision, culture and values. The Corpay orientation also introduces our Human Resources programs, benefits, and policies and procedures, such as information security awareness, anti-harassment training and code of ethics compliance. New hires also learn about their workstyle and the workstyle of their colleagues by participating in our Introduction to DiSC® program. LEAP, the second pillar of eleVate, offers both mandatory and optional learning opportunities. Our entry-level employees are required to participate in our foundational learning sessions, which build upon onboarding experiences. More senior employees are required to complete all foundational training along with our Global Leader Program (“GLP”) - Manager Edition, which is designed to teach both first-time and experienced managers situational leadership, coaching skills, and the art of providing feedback and feedforward. At the heart of our most senior leader learning experience is the GLP - Business Leader Edition. This leadership development program utilizes an interactive curriculum which is based on our core values and competencies. The goal is to guide our leaders towards greater self-awareness, create the opportunity to build a strong leadership foundation, provide the skills to act as a coach and mentor, and provide the opportunity to build lasting relationships with Corpay professionals from around the world. Senior leaders also have the opportunity to work with a personal coach and/or rotational assignments to further assist with their development. Mentorship is the third pillar of eleVate. We believe mentorship offers the opportunity for mentees to develop new skills, receive personalized feedback and gain a different perspective which may facilitate both professional and personal growth. Mentorship also helps build confidence and helps expand an employee’s network. Finally, Coaching is the last pillar of eleVate. In addition to the coaching offered as part of GLP - Business Leader Edition, all employees have the opportunity to receive one-on-one developmental coaching. Health and Wellness We offer a competitive and comprehensive benefits package, wellness programs, time-off policies, and an engaging environment. In the U.S., Corpay pays the majority of the cost for our core set of benefits which includes comprehensive medical, prescription drug, dental, and vision coverage. Our benefit plans include options for employees to customize their coverage with voluntary plans that include critical illness, disability, life insurance, hospitalization protection, and legal assistance, among others. We also offer access to tax-advantaged accounts that can help employees pay for future health care expenses, including Health Savings Accounts and Flexible Spending Accounts. Additionally, we offer life insurance, accidental death and dismemberment insurance, and short and long-term disability at no cost to the employee. All benefits are offered to employees, their partners (including spouses and domestic partners), and their children. In other geographies, we offer competitive benefits packages that are tailored to local market conditions and norms. Our wellness programs are designed to meet the evolving needs of a global workforce. We want our employees and their families to thrive and continue to place our focus on physical and mental well-being. We offer free virtual fitness classes and provide access to employee assistance programs in all regions. In the U.K. and Europe, we’ve trained “Mental Health First Aiders” that provide all employees access to support on issues such as anxiety, depression, mental fatigue, burn out, or stress. Voice of the Employee Each year, Corpay conducts an employee survey to measure engagement. The purpose of the survey is to give employees a voice and use employee feedback to improve and build our organizational capability. We share the detailed engagement scores across the organization, and analyze the results to understand differences by geography, demographics, job level, and leader, and to identify opportunities for further improvement. Based on the feedback and perception of employees, action plans are created to drive continuous improvement of results. The participation rate for our 2025 annual survey was approximately 51%. Our employee engagement score in 2025 remained consistent with our prior year results. We believe our employee proposition remains strong and we continue to attract and retain top talent.

  12. Adjusted EPS(2)

    | | 2026 Notice of Annual Meeting & Proxy Statement | 9 |

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    03. Corporate Governance and Board Matters Our Board of Directors Our Board currently consists of twelve highly accomplished and engaged members. Except for our CEO, all of our directors are independent under the NYSE rules. The average tenure of our independent director nominees since the Company’s initial public offering is nine years, and the average age of our independent director nominees is 66. 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. Our Board of Directors is focused on maintaining a mix of skills and experience that include the following:

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    | Skills and Experience | | | Payments, financial services and fintech | Cyber & information security | | Experience in the financial services industry, including payments, banking and technology. | Experience in the IT, enterprise risk management and legal contexts. Understanding and familiarity with application of management frameworks to the operating requirements of the business. | | Finance & accounting | Global business | | Experience with the financial complexities of our business, including experience as senior financial leadership at a large global public company or financial institution. | Experience in managing or supervising a business with global operations, particularly in countries outside of the U.S. where Corpay does business. Familiarity with compliance issues facings companies with global operations. | | Accomplished operating executive | Business development & strategy | | Experience including managing/supervising operations and business process improvement activities. Familiarity with development, implementation and reporting of service excellence, quality standards, operational performance metrics and targets. | Experience including managing/supervising the strategic planning process for a global business and the associated development and implementation of specific growth opportunities. | | Technology & innovation | Other public company leadership or board service | | Experience including cloud computing, software development, artificial intelligence, technology architecture and digital transformation, through the development and evolution of technology platforms to provide clients digital choices, solutions and functionality. | Experience in large-scale strategy and operations, public company reporting responsibilities and the issues commonly faced by public companies. |

  15. Adjusted EPS(2)

    | 10 | 2026 Notice of Annual Meeting & Proxy Statement | |

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    | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | Table of Contents |

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    | | Annabelle Bexiga | David L. Bunch | Ronald F. Clarke | Joseph W. Farrelly | Rahul Gupta | Thomas M. Hagerty | Archie L. Jones, Jr. | Richard Macchia | Hala G. Moddelmog | Jeffrey S. Sloan | Steven T. Stull | Gerald Throop | | Skills and Experience | | | | | | | | | | | | | | Payments, financial services & fintech | l | l | l | l | l | l | l | l | | l | l | l | | Finance & accounting | | | l | | l | l | l | l | | l | l | l | | Accomplished operating executive | | l | l | l | l | l | | | l | l | | | | Technology & innovation | l | l | l | l | l | l | l | l | | l | l | l | | Cyber & information security | l | | l | l | l | | | l | | l | | l | | Global business | l | l | l | l | l | l | | l | l | l | | l | | Business development & strategy | l | l | l | | l | l | l | l | l | l | l | l | | Other public company leadership or board service | l | l | l | l | l | l | | l | l | l | | l | | Racial/Ethnic Demographics | | | | | | | | | | | | | | African American or Black | | | | | | | l | | | | | | | Indian | | | | | l | | | | | | | | | Hispanic | l | | | | | | | | | | | | | White | | l | l | l | | l | | l | l | l | l | l | | Gender Demographics | | | | | | | | | | | | | | Male | | l | l | l | l | l | l | l | | l | l | l | | Female | l | | | | | | | | l | | | |

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    | Board Demographics Matrix (as of December 31, 2025) | | | | | | Total Number of Directors: | 12 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Part 1: Gender Identity | | | | | | Directors | 2 | 10 | — | — | | Part 2: Demographic Background | | | | | | African American or Black | — | 1 | — | — | | Indian | — | 1 | — | — | | Hispanic | 1 | — | — | — | | White | 1 | 8 | — | — | | LGBTQ+ | — | | | | | Did Not Disclose Demographic Background | — | | | |

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    | | 2026 Notice of Annual Meeting & Proxy Statement | 11 |

  20. Adjusted EPS(2)

    | Table of Contents | 03. CORPORATE GOVERNANCE AND BOARD MATTERS |

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    Director Nominees The nomination and governance committee evaluates the Board’s composition at least annually to determine whether directors’ skills 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. On January 22, 2026, the Board appointed David L. Bunch a director. Mr. Bunch provides over 25 years of global experience in payments, retail, and transport mobility, with a proven track record of operating across highly regulated international markets, and was recommended by the Board Chair. The Board has selected Mses. Bexiga and Moddelmog and Messrs. Bunch, Clarke, Farrelly, Gupta, Hagerty, Jones, Macchia, Sloan, Stull and Throop 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.

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    | Age: 64 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 |

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    | Age: 55 Director Since: 2026 | David L. Bunch | | | Featured experience, qualifications and attributes: Global Executive Vice President of Shell Mobility & Convenience (NYSE: SHEL), one of the world’s largest branded retail mobility and convenience businesses spanning 80 countries, since 2024; has directly managed global business operations, consistently creating value by optimizing expansive retail networks and high-volume consumer payment ecosystems; and an alumnus of the London Business School (MBA) and the INSEAD International Directors Program Other board experience (prior): Chair of Shell U.K. Ltd (NYSE: SHEL) from 2021 to 2024 and senior non-executive Director within the U.K. Government’s Department of Transport from 2023 to 2025 Provides: Over 25 years of global experience in payments, retail, and transport mobility, with a proven track record of operating across highly regulated international markets |

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    | 12 | 2026 Notice of Annual Meeting & Proxy Statement | |

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    | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | Table of Contents |

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    | Age: 70 Director Since: 2000 Board Chair | 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 (prior): Dayforce, Inc. (formerly NYSE: DAY) from 2018 to 2026 Provides: Deep knowledge of our Company and industry through his service as our Chief Executive Officer |

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    | Age: 82 Director Since: 2014 | Joseph W. Farrelly | | | Featured experience, qualifications and attributes: Former Senior Vice President, Chief Information Officer of Interpublic Group of Companies, Inc. (NYSE: IPG), a global provider of advertising and marketing services, from 2006 to 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 |

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    | Age: 66 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), Avant Inc., SavvyMoney, Solutions By Text, 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 39 years of experience in the financial services and payments industries and significant experience in fintech venture and private equity |

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    | | 2026 Notice of Annual Meeting & Proxy Statement | 13 |

  30. Adjusted EPS(2)

    | Table of Contents | 03. CORPORATE GOVERNANCE AND BOARD MATTERS |

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    | Age: 63 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): Fidelity National Financial, Inc. (NYSE: FNF) and Dun & Bradstreet Holdings, Inc. (NYSE: DNB) Other board experience (prior): Dayforce, Inc. (formerly NYSE: DAY) 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 |

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    | Age: 54 Director Since: 2020 | Archie L. Jones, Jr. | | | Featured experience, qualifications and attributes: Professor at Harvard Business School, the graduate business school of Harvard University, since 2020; 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): National Association of Corporate Directors - Atlanta chapter Provides: Deep investment and mergers and acquisitions expertise in the financial institutions industry |

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    | Age: 74 Director Since: 2010 | Richard Macchia | | | Featured experience, qualifications and attributes: Former Chief Financial Officer and Senior Vice President of Administration for Internet Security Systems, Inc., an information security provider, from 1997 through 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 |

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    | 14 | 2026 Notice of Annual Meeting & Proxy Statement | |

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    | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | Table of Contents |

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    | Age: 70 Director Since: 2017 | Hala G. Moddelmog | | | Featured experience, qualifications and attributes: President & CEO of the Woodruff Arts Center since 2020, 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), Woodruff Arts Center, and Children’s Healthcare of Atlanta 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 |

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    | Age: 58 Director Since: 2013 | Jeffrey S. Sloan | | | Featured experience, qualifications and attributes: Former CEO of Global Payments Inc. (NYSE: GPN), 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 (current): NCR Voyix Corporation (NYSE: VYX); Guidewire Software, Inc. (NYSE: GWRE); VeriFone, Inc.; and PaymentWorks Provides: Over 30 years of experience in the financial services, financial technology and payments industries; extensive experience in public board directorships, private equity and venture capital investing; and financial acumen and experience as a public company executive for 13 years |

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    | Age: 67 Director Since: 2000 Lead Independent Director | 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 industry |

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    | | 2026 Notice of Annual Meeting & Proxy Statement | 15 |

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    | Table of Contents | 03. CORPORATE GOVERNANCE AND BOARD MATTERS |

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    | Age: 68 Director Since: 2023 | Gerald Throop | | | Featured experience, qualifications and attributes: 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; earned Canadian CPA while serving with a predecessor of KPMG Other board experience (current): Nasdaq Canada Other board experience (prior): Lead Independent Director for Dayforce, Inc. (formerly NYSE: DAY) from 2018 to 2026 Provides: Over 30 years of experience in the financial and banking industry and significant audit and accounting background |

  42. Adjusted EPS(2)

    | 16 | 2026 Notice of Annual Meeting & Proxy Statement | |

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    | 03. CORPORATE GOVERNANCE AND BOARD MATTERS | Table of Contents |

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    Evaluation and Evolution of Our Board As part of our focus on shareholder value, we regularly evaluate the performance of our Board and its committees and engage in self-evaluation process. We also evaluate the mix of experience, expertise and tenure of our individual directors. Our corporate governance guidelines reflect this approach. We believe our directors’ diverse backgrounds help us to make the most of opportunities and to effectively manage risk. We believe that our efforts have and will continue to result in a board and management focused on delivering exceptional value to our shareholders. Board Meetings and Committees The Board held seven meetings in 2025. Information regarding the number of meetings held by the Board's five standing committees in 2025 is set forth below. Each director attended 100% of Board and applicable committee meetings held during the year. The Board does not have a formal policy with respect to attendance at meetings, however, all of our directors are expected to attend each meeting. Our independent directors meet regularly in executive session at each scheduled in-person Board meeting. These sessions are led by the Lead Independent Director who reports the results of the independent sessions to the CEO and, if appropriate, to other members of senior management. Through 2025, our Board had five standing committees: an audit committee; a compensation committee; a nomination and governance committee (referred to as our governance committee); an executive and acquisitions committee; and an information technology and security committee. The table below provides current membership for each of the Board committees. Each committee endeavors to meet quarterly, except the governance committee and the executive and acquisitions committee, which meet as needed. Our Board has adopted charters for the committees, which are available on our website at https://investor.corpay.com.

  45. Adjusted EPS(2)

    | | Audit | Compensation | Nomination & Governance | Executive & Acquisitions | Information Technology & Security | | Annabelle Bexiga | — | M | — | — | C | | David L. Bunch | — | — | — | — | M | | Ronald F. Clarke | — | — | — | C | — | | Joseph W. Farrelly | — | C | — | — | M | | Rahul Gupta | M | — | M | — | — | | Thomas M. Hagerty | — | M | — | M | — | | Archie L. Jones, Jr. | M | — | M | M | — | | Richard Macchia | C, F | — | — | — | M | | Hala G. Moddelmog | — | M | C | — | — | | Jeffrey S. Sloan | — | — | — | M | M | | Steven T. Stull | — | M | M | — | — | | Gerald Throop | M, F | — | — | — | — | | C = Chair M = Member F = Financial Expert | | | | | |

  46. Adjusted EPS(2)

    | | 2026 Notice of Annual Meeting & Proxy Statement | 17 |

  47. Adjusted EPS(2)

    | Table of Contents | 03. CORPORATE GOVERNANCE AND BOARD MATTERS |

  48. Adjusted EPS(2)

    Audit Committee The audit committee is chaired by Mr. Macchia and also consists of Messrs. Gupta, Jones and Throop. The audit committee held seven meetings in 2025. The Board determined that each member of the audit committee is independent under the NYSE rules and Rule 10A-3 of the Exchange Act, and has determined that Mr. Macchia and Mr. Throop qualify as “audit committee financial experts” under SEC rules. The audit committee’s primary responsibilities include: •appointing and overseeing independence of and all other aspects of our relationship with our independent registered accountants •reviewing and monitoring our accounting principles and policies, and our financial and accounting controls and compliance with regulatory requirements •overseeing the financial reporting process and reviewing our interim and annual financial statements •establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters •approving all audit and permissible non-audit services to be performed by our independent accountants •reviewing and approving related-party transactions. Compensation Committee The compensation committee is chaired by Mr. Farrelly and also consists of Mses. Bexiga and Moddelmog and Messrs. Hagerty and Stull. The compensation committee held four meetings in 2025. The Board has determined that each compensation committee member is independent under the NYSE rules for compensation committee members. The compensation committee’s primary responsibilities include: •annually reviewing and approving the goals, objectives and specific levels of our executive compensation programs •reviewing and approving employment, severance and change in control arrangements •administering our executive incentive plans •reviewing and approving policies related to executive compensation, including stock ownership guidelines, clawback policy and hedging/pledging policy •selecting our independent compensation consultant. The compensation committee may from time to time delegate all or a portion of its duties and responsibilities to a subcommittee of the compensation committee. See “Compensation Discussion and Analysis” for a description of the processes and procedures of the compensation committee, the committee’s role, and the role of our executive officers and the compensation committee’s independent compensation consultant, in determining or recommending the amount or form of compensation for executive officers and directors. Nomination and Governance Committee The governance committee is chaired by Ms. Moddelmog and also consists of Messrs. Gupta, Jones and Stull. The governance committee held three meetings in 2025. The governance committee’s primary responsibilities include: •overseeing succession planning •developing and recommending criteria for selecting new directors •evaluating individuals and qualifications to become directors •recommending nominees for committees of the Board •assisting the Board with matters concerning corporate governance practices •overseeing ESG initiatives and similar considerations. The governance committee may from time to time delegate all or a portion of its duties and responsibilities to a subcommittee.

  49. Adjusted EPS(2)

    Board Leadership Structure The Board does not have a policy on whether the role of CEO and Chair should be separate. The Board believes that it should have the flexibility to consider all relevant factors and select the most appropriate leadership structure for the Company’s circumstances, at any given time. Mr. Clarke currently serves as the Company's CEO and Chair. The Board believes our leadership structure, with Mr. Clarke serving in these roles, enhances the Board’s effectiveness in fulfilling its oversight responsibilities, including with respect to the Company’s risk exposures, due to his broad experience with and extensive knowledge of our operations. At any time that the role of Chair is held by the CEO, or for any other reason the Chair is not an independent director, the non- employee directors elect one of the non-employee directors to serve as Lead Independent Director. Mr. Stull currently serves as the Company's Lead Independent Director. The Lead Independent Director has the following powers and responsibilities: •Preside at all meetings of the Board at which the Chair or any Vice Chair of the Board is not present; •Preside over executive sessions of the non-employee directors; •Serve as liaison between the non-employee directors and the Chair and the CEO; •Call meetings of non-employee directors, with appropriate notice; •Coordinate with the Chair and CEO on meeting schedules, agendas and information provided to the Board; •Be available for consultation with significant stockholders if so requested; and •Exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time. The Board believes Mr. Stull has effectively leveraged his experience to provide leadership and help guide the Board’s independent oversight of the Company’s risk exposures through the Lead Independent Director role in collaborating with the Chair and approving Board meeting agendas, chairing executive sessions of the non-employee directors, and facilitating communications between the non-employee directors and the Chair. Director Independence Our corporate governance guidelines provide that a majority of our directors will be independent. Our Board has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are included in our corporate governance guidelines available on our website at https://investor.corpay.com. The guidelines exceed the independence requirements of the NYSE. Under the director independence guidelines and NYSE rules, the Board must annually review each director’s independence and affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The Board has analyzed the independence of each director and determined that, except for our CEO, they each meet the standards of independence under our director independence standards, and applicable NYSE listing rules, including that each member is free of any relationship that would interfere with their individual exercise of independent judgment. 2025 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 2025 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 committee Chair serving in such capacity in February 2025 and our Lead Independent Director (Mses. Bexiga and Moddelmog and Messrs. Farrelly, Macchia and Stull). 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. For 2025, each of our non-employee directors had the ability to elect to receive a grant of restricted stock or stock options for his or her annual equity compensation award. Messrs. Hagerty and Stull opted for an equity compensation award 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.

  50. Adjusted EPS(2)

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Total ($) | | Annabelle Bexiga | 75,000 | 300,339 | — | 375,339 | | Joseph W. Farrelly | 75,000 | 300,339 | — | 375,339 | | Rahul Gupta | — | 300,339 | — | 300,339 | | Thomas M. Hagerty | — | — | 300,022 | 300,022 | | Archie L. Jones, Jr. | — | 300,339 | — | 300,339 | | Richard Macchia | 75,000 | 300,339 | — | 375,339 | | Hala G. Moddelmog | 75,000 | 300,339 | — | 375,339 | | Jeffrey S. Sloan | — | 300,339 | — | 300,339 | | Steven T. Stull | 75,000 | — | 300,022 | 375,022 | | Gerald C. Throop | — | 300,339 | — | 300,339 |

  51. Adjusted EPS(2)

    (1)Consisted of shares of restricted stock, which vested on February 14, 2026. 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, 2025, each of the non-employee directors (other than Messrs. Hagerty and Stull) had 796 shares of restricted stock outstanding. (2)Consisted of a grant of non-qualified stock options, which vested on February 14, 2026. The value for stock options in this column represents the grant date fair value, computed in accordance with FASB ASC Topic 718. On December 31, 2025, Messrs. Hagerty and Stull each had 6,828 stock options outstanding. Director Qualifications The qualifications for directors are described in our corporate governance guidelines, which is available on our website. The Board does not currently apply any minimum qualifications or require that a director have specified qualities or skills in order to be considered for a position as a director. The Board recognizes the value of diverse backgrounds and skills among its members and the impact it can have on the performance of the Board. Our corporate governance guidelines provide that no director should serve on more than four other public company boards, unless the governance committee determines otherwise. Directors are expected to advise the Chair of the Board and the governance committee Chair in advance of accepting an invitation to serve on another public company board. The Board has not limited the number of years for which a person may serve as a director or required a mandatory retirement age, because such limits could deprive us of the valuable contributions made by a director who develops, over time, significant insights into us and our operations. The renomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria stated above. In addition, the committee considers the existing directors’ performance on the Board and any committee. Director Nomination Process Selection of Director Nominees: Our governance committee is responsible for evaluating candidates for election or appointment to our Board based on the criteria discussed above. The governance committee considers candidates identified by it, other directors, executive officers and shareholders, and, if desired, a third-party search firm. The committee selects nominees to recommend to the Board, which considers and makes the final selection of director nominees and directors to serve on its committees.

  52. Adjusted EPS(2)

    (1)The business address for each individual listed is 3280 Peachtree Road, Suite 2400, Atlanta, GA 30305. (2)Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power. This column excludes shares that may be acquired through stock option exercises. (3)This column includes shares vesting or that can be acquired through stock option exercises through April 18, 2026. (4)This column includes common shares, restricted shares, and shares vesting or that can be acquired through stock option exercises through April 18, 2026. (5)This information was reported on a Schedule 13G filed by Orbis Investment Management Limited with the SEC on February 17, 2026, of which they have sole dispositive rights for 4,987,968 shares. (6)This information was reported on a Schedule 13G filed by Blackrock, Inc. with the SEC on November 8, 2024, of which they have sole dispositive rights for 4,972,482 shares. (7)This information was reported on a Schedule 13G filed by JP Morgan Chase & Co. with the SEC on February 11, 2025, of which they have sole dispositive rights for 4,246,851 shares and shared dispositive rights for 6,437 shares. (8)Includes 2,344,870 common shares and vested options to purchase 850,000 shares. (9)Does not include 3,990 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive power. (10)Does not include 1,106 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive power. (11)Includes 28,137 common shares, vested options to purchase 95,916 shares, and 1,708 restricted units vesting within 60 days. Does not include 4,003 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive power. (12)Does not include 1,698 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive power. (13)Includes 9,222 common shares and vested options to purchase 6,828 shares. (14)Represents 6,247 common shares held by Advantage Capital Financial Company, LLC (“Advantage Capital”) and related entities, 29,241 common shares held by Mr. Stull and vested options to purchase 16,277 shares. Mr. Stull has shared voting power with respect to the shares held by Advantage Capital and as a result may be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary interest in them. Advantage Capital is a private equity firm. (15)Because Mr. Panther resigned from the Company effective March 15, 2025, he is no longer required to report to the Company ownership of Company equity that he owns. Accordingly, the amount in the table reflects Mr. Panther’s ownership of Company equity based on information reasonably available to the Company.

  53. Adjusted EPS(2)

    | What we heard | What we have done in response | | Interest in the direction of NEO compensation, including metrics used for NEO incentive-based compensation | Annual Bonus Equity Incentive Performance Metrics: The entire portion of all participating NEOs’ (including the CEO) targeted Annual Bonus Equity Incentive opportunities for 2025 was contingent upon the achievement of pre-established financial and operating metrics. This incentive is fully denominated and settled in shares of stock and is in lieu of a traditional cash bonus opportunity. Performance Linkages: The 2025 equity incentives to all of our NEOs were comprised at least 50% of performance-based incentives, except for Mr. Netto due to his tax equalization award discussed below. These performance-based incentives were 100% contingent on the achievement of pre-established earnings per share, revenue and/or operating metrics. | | The majority of NEO compensation should be performance-based | For 2026, we ensured more than 50% of all NEO equity incentives in the aggregate is performance- based. | | Long-term compensation should have longer measurement periods | Our long-term equity compensation has a vesting schedule that is more than one year. A portion of long- term equity compensation has a performance measurement period of three years. |

  54. Adjusted EPS(2)

    2021-2025 CEO Equity Compensation During the five-year period of 2021-2025, our CEO, Mr. Clarke has been granted long-term equity compensation awards twice, which provided Mr. Clarke's entire long-term incentive opportunity covering the grant years of 2021 through 2025. We believe that the aggregate grant date fair value has offered a competitive overall long-term award opportunity for these five years, generally commensurate with peer practices. Grants in those years consisted of: •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; and •In 2024, (i) 21,661 performance-based shares with a grant date fair value of $5,900,023, (ii) 6,609 performance-based shares with a grant date fair value of $1,800,159, (iii) 10,831 performance-based shares with a grant date fair value of $2,950,147, and (iv) 21,661 time-based shares with a grant date fair value of $5,900,023. Mr. Clarke received no long-term equity grants in 2022, 2023 or 2025. Meanwhile, the profit performance of the Company since 2021 has increased from Adjusted EPS of $13.21 to Adjusted EPS of $21.38 for 2025. The aggregate grant date fair value of awards over this five-year period was $72,106,352. This results in a $14,421,270 grant date fair value on an annualized basis, which we view as reasonably consistent with that of a peer CEO.

  55. Adjusted EPS(2)

    | Things We Do | | Things We Do Not Do | | ü | NEO incentive pay is tied to multiple financial performance conditions, and equity-based incentives are denominated in common sharesX | Directors and executives are prohibited from hedging or pledging common shares | | ü | Significant portion of target total compensation is delivered in the form of equity awards, which is directly aligned with shareholder value creationX | No repricing or cashing out of underwater stock options or stock appreciation rights | | ü | Significant portion of NEO pay is tied to performance objectives that align with our business strategyX | No excise tax gross-ups | | ü | Compensation committee reserves discretion to reduce Annual Bonus Equity Incentive payouts in light of overall Company performanceX | No current payment of dividends on unvested equity awards | | ü | Annual equity run rate and overhang are consistent with typical practices among similarly situated companies | | | ü | NEO incentives are tied to Company-wide initiatives and/or division objectives within such NEO’s control | | | ü | Severance benefit levels for executives are below general market practices | | | ü | Maintain a compensation clawback policy that exceeds the Dodd-Frank Act requirements by extending to executive misconduct | | | ü | We monitor and build risk-mitigation features into our compensation programs | |

  56. Adjusted EPS(2)

    | 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 equity; reviewed annually and subject to adjustment | | Equity-Based Awards | Motivate performance and align a significant portion of NEO compensation with our ongoing success and with shareholder returns | •Continued utilization of an equity-based annual bonus award, in lieu of a traditional cash bonus •NEO equity awards generally granted in performance-based shares, time-based shares 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 only have value to our NEOs 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 |

  57. Adjusted EPS(2)

    Our mix of compensation elements is designed to reinforce business and strategic objectives, recognize and reward performance, motivate long-term value creation, and align our NEOs’ interests with those of our shareholders. We generally achieve this through a combination of cash and equity awards. In 2024, we increased the compensation allocation of our NEOs to be more heavily weighted to equity by fully eliminating a traditional cash bonus opportunity and replacing it with a short-term equity award that is generally intended to achieve the same objectives, but also helps align executives’ interests with long-term shareholder value creation. We continued this practice in 2025. The Company is responsible for allocating capital in a manner that is in the best interest of its shareholders in line with the stated objective of growing Adjusted EPS more than 15% per year over the mid-term. Some portion of this growth is contingent on effective capital allocation in the form of acquisitions and/or share buybacks as a use of our free cash flow. As part of our existing stock repurchase program, the Company has regularly repurchased shares that it viewed as undervalued, and thus would provide a better return to shareholders compared with other alternatives at the time. Also, repurchases are used to offset the dilutive effect of the issuance of shares to executives under equity compensation plans, including the exercise price of options, and the use of shares in acquisitions. The Company aligns its executive compensation arrangements with its overall capital allocation strategy that helps maximize shareholders’ interests, and share repurchases are accordingly not excluded from our performance metrics. The compensation committee is keenly aware of the Company’s stock repurchase approach under outstanding authorizations, and historical stock repurchases when setting performance metrics for executive compensation awards. Because we intend to use free cash for either repurchases or acquisitions, the Board does not exclude repurchases from the final determination of performance achievement.

  58. Adjusted EPS(2)

    (1)Mr. Clarke had not received a base salary increase since 2022. (2)As discussed above, Mr. Walker was appointed Chief Financial Officer effective July 15, 2025. Mr. Walker’s initial base salary was approved by the compensation committee in connection with the appointment. Equity Incentives 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 and time-based equity awards satisfy both the objective of aligning executives' pay outcomes with Company performance, and of aligning executives with long-term 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. NEO 2025 Equity Awards We granted the equity awards outlined in the table below, based on a targeted grant date fair value, to our participating NEOs in 2025:

  59. Adjusted EPS(2)

    | Name | Performance- Based Equity (Target $ Value) | Time- Based Equity (Target $ Value) | Stock Options (Target $ Value) | Total (Target $ Value) | | Ronald F. Clarke | 2,000,000 | — | — | 2,000,000 | | Peter Walker(1) | 733,333 | 1,675,000 | 5,075,360 | 7,483,693 | | Alissa B. Vickery | 340,000 | 200,000 | — | 540,000 | | Armando L. Netto | 2,150,000 | 1,193,205 | 1,200,000 | 4,543,205 | | Alan King | 1,650,000 | 400,000 | 6,400,000 | 8,450,000 |

  60. Adjusted EPS(2)

    (1)A portion of Mr. Walker’s equity awards outlined in the table represent prorated amounts based on a start date of July 15, 2025, whereas other awards represent certain one-time awards granted in connection with his appointment. Mr. Walker’s regular equity awards beginning in 2026 will be comprised of performance-based equity with a $2,000,000 target value, time-based equity with a $600,000 target value and stock options with a $1,200,000 target value.

  61. Company Annual Equity Incentive

    Company Annual Equity Incentive A key performance metric for purposes of our NEOs’ 2025 performance-based compensation was Adjusted EPS, as defined in Appendix A, 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 so adjusted, as “Adjusted EPS-COMP.” In 2025, the compensation committee granted Company Annual Equity Incentives tied to Adjusted EPS-COMP achievement. The NEOs, other than Ms. Vickery, vest in any earned shares on the one-year anniversary of the grant date. Ms. Vickery’s award, to the extent earned, is subject to service-based vesting over a two-year period. The compensation committee approved the target Adjusted EPS-COMP goal of $21.07, an 8% increase from the actual achievement for 2024, with the linear performance payout scale outlined in the table below:

  62. Company Annual Equity Incentive

    | Target Adjusted EPS-COMP ($) | Target Achievement Scale (%) | Target Payout Scale (%) | | 20.54 | 97.5 | 30 | | 20.86 | 99.0 | 60 | | 21.07 | 100.0 | 100 | | 21.18 | 100.5 | 105 | | 21.28 | 101.0 | 110 | | 21.39 | 101.5 | 125 |

  63. Company Annual Equity Incentive

    The table below summarizes the targeted value and target number of shares of the Company Annual Equity Incentive granted to each participating NEO in 2025:

  64. Company Annual Equity Incentive

    | Name | Target Value of Company Annual Equity Incentive ($) | Target Number of Shares(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 183,333 | 574 | | Alissa B. Vickery | 250,000 | 813 | | Armando L. Netto | 400,000 | 1,061 | | Alan King | 400,000 | 1,061 |

  65. Company Annual Equity Incentive

    (1)For Mr. Walker, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on July 15, 2025 ($319.61), rounding up to the next whole share. For Ms. Vickery, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on April 22, 2025 ($307.77), rounding up to the next whole share. For Messrs. Netto and King, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on February 14, 2025 ($377.31), rounding up to the next whole share. For information concerning Company Annual Equity Incentive performance for 2025 and the resulting payout levels, see “Compensation Discussion and Analysis—Key Elements of 2025 Named Executive Officer Compensation—2025 Performance-Based Equity Goals and Payout Results” below.

  66. Company Annual Equity Incentive

    | 32 | 2026 Notice of Annual Meeting & Proxy Statement | |

  67. Company Annual Equity Incentive

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  68. Annual Bonus Equity Incentive

    Annual Bonus Equity Incentive The primary objectives of our Annual Bonus Equity Incentive program are to provide an incentive for superior work, to motivate our NEOs toward higher achievement and business results, to promote retention and to align the goals of our NEOs with the Company’s performance. We use Company-wide, individual and business unit performance goals. 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 2025, the compensation committee determined the target Annual Bonus Equity Incentive payout levels for the participating 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 further align executives with the creation of shareholder value, the compensation committee again determined that 100% of the Annual Bonus Equity Incentive target value for each participating NEO would be delivered in the form of equity that for Messrs. Clarke, Netto and King vested on February 14, 2026, and for Ms. Vickery vests on April 22, 2026, in each case, subject to achievement of the applicable performance goals. This short-term equity incentive was provided in lieu of any traditional cash bonus opportunity for 2025. The compensation committee and the CEO worked together to establish meaningful performance goals for the CEO’s Annual Bonus Equity 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 Bonus Equity Incentive has a maximum potential value equal to 200% of target. The table below outlines the performance metrics used for the CEO’s Annual Bonus Equity Incentive, which metrics were selected to drive a focus on corporate objectives that are expected to produce an increase in shareholder value:

  69. Annual Bonus Equity Incentive

    | CEO Pay Element | Performance Metric | Rationale and Key Features | | Annual Bonus Equity Incentive | GAAP Revenue, as Adjusted (34% weight) | Revenue growth is critically important to our success given the operating leverage in our business | | | Adjusted EPS-COMP (33% weight) | Earnings per share performance aligns with shareholder interests | | | M&A and Other Transactions (33% weight) | We expect M&A and other transactions to continue to contribute to growth |

  70. Annual Bonus Equity Incentive

    The table below summarizes the targeted value and target number of shares of the Annual Bonus Equity Incentive granted to each participating NEO in 2025:

  71. Annual Bonus Equity Incentive

    | Name | Target Value of Annual Bonus Equity Incentive ($) | Target Number of Shares(1) (#) | | Ronald F. Clarke | 2,000,000 | 5,301 | | Peter Walker(2) | — | — | | Alissa B. Vickery | 90,000 | 293 | | Armando L. Netto | 550,000 | 1,458 | | Alan King | 450,000 | 1,193 |

  72. Annual Bonus Equity Incentive

    (1)For Messrs. Clarke, Netto and King, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on February 14, 2025 ($377.31), rounding up to the next whole share. For Ms. Vickery, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on April 22, 2025 ($307.77), rounding up to the next whole share. (2)In lieu of an Annual Bonus Equity Incentive, Mr. Walker received an additional Time-Based Equity award in connection with his hire, as described below.

  73. Annual Bonus Equity Incentive

    | | 2026 Notice of Annual Meeting & Proxy Statement | 33 |

  74. Annual Bonus Equity Incentive

    | Table of Contents | 05. COMPENSATION DISCUSSION AND ANALYSIS |

  75. Annual Bonus Equity Incentive

    For information concerning Annual Bonus Equity Incentive performance metrics used for the other participating NEOs’ Annual Bonus Equity Incentive and the resulting payout levels for all participating NEOs, see “Compensation Discussion and Analysis —Key Elements of 2025 Named Executive Officer Compensation—2025 Performance-Based Equity Goals and Payout Results” below.

  76. Long-Term Equity Incentive

    Long-Term Equity Incentive In 2025, the compensation committee granted Long-Term Equity Incentives to some of the NEOs tied to achievement of corporate or business unit goals. In recognition of shareholder feedback indicating a desire for longer performance measurement periods, the target amounts were allocated 70% to grants subject to one-year performance periods with ratable vesting over a three-year service period, to the extent earned, and 30% to grants subject to three-year performance periods with three-year cliff vesting, to the extent earned. The table below summarizes the targeted value and target number of shares granted to each participating NEO in 2025 for the one-year performance period with ratable vesting over a three-year service period:

  77. Long-Term Equity Incentive

    | Name | Target Value of 1-Year Long-Term Equity Incentive ($) | Target Number of Shares(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 385,000 | 1,205 | | Alissa B. Vickery | — | — | | Armando L. Netto | 840,000 | 2,227 | | Alan King | 560,000 | 1,485 |

  78. Long-Term Equity Incentive

    (1)For Mr. Walker, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on July 15, 2025 ($319.61), rounding up to the next whole share. For Messrs. Netto and King, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on February 14, 2025 ($377.31), rounding up to the next whole share. The table below summarizes the targeted value and target number of shares granted to each participating NEO in 2025 for the three-year performance period with three-year cliff vesting:

  79. Long-Term Equity Incentive

    | Name | Target Value of 3-Year Long-Term Equity Incentive ($) | Target Number of Shares(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 165,000 | 517 | | Alissa B. Vickery | — | — | | Armando L. Netto | 360,000 | 955 | | Alan King | 240,000 | 637 |

  80. Long-Term Equity Incentive

    (1)For Mr. Walker, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on July 15, 2025 ($319.61), rounding up to the next whole share. For Messrs. Netto and King, the target number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on February 14, 2025 ($377.31), rounding up to the next whole share. For information concerning Long-Term Equity Incentive performance for 2025 and the resulting payout levels, see “Compensation Discussion and Analysis—Key Elements of 2025 Named Executive Officer Compensation—2025 Performance-Based Equity Goals and Payout Results” below.

  81. Long-Term Equity Incentive

    | 34 | 2026 Notice of Annual Meeting & Proxy Statement | |

  82. Long-Term Equity Incentive

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  83. Long-Term Equity Incentive

    Time-Based Equity In 2025, the compensation committee granted Time-Based Equity to the participating NEOs as illustrated in the table below. Our compensation committee believes Time-Based Equity provides a retentive element to the compensation of NEOs, while maintaining alignment with the long-term interests of our shareholders by tying the value of the awards to the value of our common shares. Mr. Walker’s awards vest (i) ratably over a three-year service period (standard award), (ii) on the one-year anniversary of the grant date (one-time award in connection with appointment), or (iii) on February 14, 2026 (one-time award in connection with appointment). Ms. Vickery’s award vested on December 31, 2025. Mr. Netto’s awards vest (i) ratably over a three-year service period (standard award) or (ii) on the one-year anniversary of the grant date (relocation tax equalization award). Mr. King’s award vests ratably over a three-year service period. All awards generally vest only with continued employment through the vesting period. For more information concerning these awards, see the “2025 Grants of Plan-Based Awards” table below. The table below summarizes the targeted value and number of Time-Based Equity shares granted to each participating NEO in 2025:

  84. Long-Term Equity Incentive

    | Name | Target Value of Time-Based Equity ($) | Number of Shares(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 1,675,000 | 5,242 | | Alissa B. Vickery | 200,000 | 576 | | Armando L. Netto | 1,193,205 | 3,299 | | Alan King | 400,000 | 1,061 |

  85. Long-Term Equity Incentive

    (1)For Mr. Walker, the number of shares was calculated by dividing the targeted dollar value of each award by the closing share price as of the grant date on July 15, 2025 ($319.61), rounding each award up to the next whole share. For Ms. Vickery, the number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on March 17, 2025 ($347.31), rounding up to the next whole share. For Mr. Netto, the number of shares was calculated by dividing the targeted dollar value of each award by the closing share price as of the grant date on February 14, 2025 ($377.31) and March 17, 2025 ($347.31), rounding each award up to the next whole share. For Mr. King, the number of shares was calculated by dividing the targeted dollar value by the closing share price as of the grant date on February 14, 2025 ($377.31), rounding up to the next whole share. Stock Options In 2025, the compensation committee granted Stock Options to the participating NEOs as illustrated in the table below. The exercise price for each Stock Option award is the fair market value of our common shares on the grant date (closing stock price). Stock Option awards granted to our NEOs in 2025 generally vest ratably over a four-year service period and are earned with continued employment through the vesting period. They generally may be exercised up to ten years after the grant date, but generally expire 90 days after termination of employment. 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. Additionally, in 2025, Mr. Walker and Mr. King received performance-based Stock Options awards with certain three-year performance period goals. Mr. Walker’s three-year period covers 2026 to 2028 and Mr. King’s three-year period covers 2025 to 2027. To the extent earned, these awards cliff vest shortly after the end of the three-year performance period. Because we do not provide long-term revenue or earnings guidance, the specific goal levels tied to these performance metrics are not detailed in this filing. We expect to disclose the goals and payout results in the Proxy Statement filing that follows the end of each performance period (in the 2029 and 2028 Proxy Statements, respectively).

  86. Long-Term Equity Incentive

    | | 2026 Notice of Annual Meeting & Proxy Statement | 35 |

  87. Long-Term Equity Incentive

    | Table of Contents | 05. COMPENSATION DISCUSSION AND ANALYSIS |

  88. Long-Term Equity Incentive

    The table below summarizes the targeted value and number of time-based Stock Options granted to each participating NEO in 2025:

  89. Long-Term Equity Incentive

    | Name | Target Value of Stock Options ($) | Number of Stock Options(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 1,200,000 | 12,213 | | Alissa B. Vickery | — | — | | Armando L. Netto | 1,200,000 | 10,867 | | Alan King | 800,000 | 7,245 |

  90. Long-Term Equity Incentive

    (1)The number of stock options was calculated using the Black-Scholes model on the grant date. Figures in the tables under “2025 Named Executive Officer Compensation” beginning on page 45 may be slightly different as they reflect specific accounting methodologies required for table reporting as described therein. The table below summarizes the targeted value and target number of performance-based Stock Options granted to each participating NEO in 2025:

  91. Long-Term Equity Incentive

    | Name | Target Value of Stock Options ($) | Target Number of Stock Options(1) (#) | | Ronald F. Clarke | — | — | | Peter Walker | 3,875,360 | 42,308 | | Alissa B. Vickery | — | — | | Armando L. Netto | — | — | | Alan King | 5,600,000 | 71,989 |

  92. Long-Term Equity Incentive

    (1)The target number of stock options was calculated using the Black-Scholes model on the grant date. Figures in the tables under “2025 Named Executive Officer Compensation” beginning on page 45 may be slightly different as they reflect specific accounting methodologies required for table reporting as described therein.

  93. Long-Term Equity Incentive

    | 36 | 2026 Notice of Annual Meeting & Proxy Statement | |

  94. Long-Term Equity Incentive

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  95. Long-Term Equity Incentive

    2025 Performance-Based Equity Goals and Payout Results Our CEO makes recommendations regarding individual, business unit, and/or corporate goals for our other NEOs, which are reviewed and approved by the compensation committee. The tables below show the maximum potential payout that would apply in the event of achievement of maximum results under the applicable performance metrics. The awards were designed so that performance below certain thresholds would result in no payout for a given goal. We disclose below the performance goals associated with the three-year performance period Long- Term Equity Incentive and performance-based Stock Options. However, because we do not provide long-term revenue or earnings guidance, the specific goal levels tied to those performance metrics are not detailed in this filing. We expect to disclose the goals and payout results in the Proxy Statement filing that follows the end of the performance period (in the 2028 Proxy Statement or the 2029 Proxy Statement, as applicable). The tables below illustrate, for each participating NEO, (1) the applicable performance goals for each grant, (2) actual performance with respect to the performance metrics (where applicable) for each grant, and (3) the number of performance- based shares earned in 2025 (a portion of which may still be subject to service-based vesting conditions) for each grant. The number of performance-based shares earned for performance falling between the “threshold” and “maximum” performance levels set forth in the tables below was determined using linear interpolation between performance levels (subject to rounding). Ronald F. Clarke:

  96. Annual Bonus Equity Incentive

    Annual Bonus Equity Incentive Mr. Clarke’s 2025 Annual Bonus Equity Incentive Goals and Results are in the table below:

  97. Annual Bonus Equity Incentive

    | | | | GOALS ($ values in millions, except per share amounts) | | | | | Achievement ($ values in millions, except per share amount) | Target Earned (%) | | Performance Metric | Weighting (%) | Target ($ values in millions, except per share amount) | Threshold(1) (25%/30%/0%) | Below Target (50%) | Target (100%) | Above Target (150%) | Maximum (200%) | | | | GAAP Revenue, as Adjusted(2) | 34 | 4,487 | 4,352.4 | 4,397.3 | 4,487 | 4,531.9 | 4,576.7 | 4,447.2 | 78 | | Adjusted EPS-COMP | 33 | 21.07 | 20.54 | 20.75 | 21.07 | 21.25 | 21.39 | 21.06 | 99 | | M&A and Other Transactions(3) | 33 | 1,000 | 0 | 500 | 1,000 | 1,500 | 2,000 | 3,203 | 200 |

  98. Annual Bonus Equity Incentive

    | Target Number of Shares | 5,301 | | Formulaic Earned Payout % | 125.06% | | Earned Number of Shares | 6,630 |

  99. Annual Bonus Equity Incentive

    (1)The threshold payout levels for GAAP Revenue, Adjusted EPS-COMP and M&A are 25%, 30% and 0%, respectively. (2)Adjusted to be consistent with the macro-economic environment assumed in the 2025 budget and revised for the pro-forma impact of acquisitions and/or divestitures. (3)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.

  100. Annual Bonus Equity Incentive

    | | 2026 Notice of Annual Meeting & Proxy Statement | 37 |

  101. Annual Bonus Equity Incentive

    | Table of Contents | 05. COMPENSATION DISCUSSION AND ANALYSIS |

  102. Annual Bonus Equity Incentive

    Peter Walker:

  103. Company Annual Equity Incentive

    Company Annual Equity Incentive Our Adjusted EPS-COMP for 2025 was $21.06 against a target of $21.07. The compensation committee therefore determined that the payout percentage was 98.8% based on the linear performance payout scale outlined earlier. Mr. Walker’s Company Annual Equity Incentive was earned at 568 shares.

  104. Long-Term Equity Incentive

    Long-Term Equity Incentive Mr. Walker’s 2025 Long-Term Equity Incentive grant with a one-year performance period was earned based on achievement against a target goal of Corpay consolidated full-year GAAP revenue, as adjusted, of $4,487 million for 2025 (all dollar values in millions).(1)

  105. Long-Term Equity Incentive

    | Below Threshold (0%) ($) | Threshold (25%) ($) | Below Target (50%) ($) | Below Target (75%) ($) | Target (100%) ($) | Above Target (125%) ($) | Maximum (150%) ($) | Achievement ($) | Payout (%) | Performance- Based Shares Earned (#) | | <4,352.4 | 4,352.4 | 4,397.3 | 4,442.1 | 4,487.0 | 4,531.9 | 4,576.7 | 4,447.2 | 78 | 938 |

  106. Long-Term Equity Incentive

    (1)Corpay consolidated full-year GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget and (b) for the impact of acquisitions and/or divestitures. Mr. Walker’s 2025 Long-Term Equity Incentive grant with a three-year performance period is earned based on revenue growth over that period and has a maximum potential payout value equal to 150% of target.

  107. Stock Options

    Stock Options Mr. Walker’s 2025 performance-based Stock Options grant is earned based on Adjusted EPS-COMP growth for 2026 to 2028 and has a maximum potential payout value equal to 150% of target.

  108. Stock Options

    | 38 | 2026 Notice of Annual Meeting & Proxy Statement | |

  109. Stock Options

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  110. Stock Options

    Alissa B. Vickery:

  111. Company Annual Equity Incentive

    Company Annual Equity Incentive Our Adjusted EPS-COMP for 2025 was $21.06 against a target of $21.07. The compensation committee therefore determined that the payout percentage was 98.8% based on the linear performance payout scale outlined earlier. Ms. Vickery’s Company Annual Equity Incentive was earned at 804 shares.

  112. Annual Bonus Equity Incentive

    Annual Bonus Equity Incentive Ms. Vickery’s 2025 Annual Bonus Equity Incentive Goals and Results are in the table below:

  113. Annual Bonus Equity Incentive

    | | | | GOALS | | | Achievement | Target Earned (%) | | Performance Metric | Weighting (%) | Target | Threshold (75%) | Target (100%) | Maximum (125%) | | | | Quarterly Expenses(1) | 25 | At or below plan in each respective quarter | — | At or below plan | — | Achieved 4 | 100 | | Key Projects(2) | 75 | Achieve 2 goals | Achieve 1 goal | — | Achieve 2 goals | Achieved 2 | 125 |

  114. Annual Bonus Equity Incentive

    | Target Number of Shares | 293 | | Formulaic Earned Payout % | 118.75% | | Earned Number of Shares | 348 |

  115. Annual Bonus Equity Incentive

    (1)Adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget, (b) for addbacks and (c) for the pro-forma impact of acquisitions and/or divestitures. (2)(a) Remediate user access material weakness (achieved) and (b) complete initiatives to facilitate the closing of the Mastercard investment (achieved).

  116. Annual Bonus Equity Incentive

    | | 2026 Notice of Annual Meeting & Proxy Statement | 39 |

  117. Annual Bonus Equity Incentive

    | Table of Contents | 05. COMPENSATION DISCUSSION AND ANALYSIS |

  118. Annual Bonus Equity Incentive

    Armando L. Netto:

  119. Company Annual Equity Incentive

    Company Annual Equity Incentive Our Adjusted EPS-COMP for 2025 was $21.06 against a target of $21.07. The compensation committee therefore determined that the payout percentage was 98.8% based on the linear performance payout scale outlined earlier. Mr. Netto’s Company Annual Equity Incentive was earned at 1,049 shares.

  120. Annual Bonus Equity Incentive

    Annual Bonus Equity Incentive Mr. Netto’s 2025 Annual Bonus Equity Incentive Goals and Results are in the table below:

  121. Annual Bonus Equity Incentive

    | | | | | GOALS ($ values in millions) | | | | | Achievement ($ values in millions) | Target Earned (%) | | Performance Metric | | Weighting (%) | Target ($ values in millions) | Threshold (50%) | Below Target (75%) | Target (100%) | Above Target (125%) | Maximum (150%) | | | | Sales(1) | Brazil Vehicle Payments | 20 | 1.22 | 1.10 | 1.16 | 1.22 | 1.28 | 1.34 | 1.26 | 117 | | | U.S. Vehicle Payments | 20 | 83.28 | 74.95 | 79.12 | 83.28 | 87.44 | 91.61 | 73.00 | 0 | | Quarterly Expenses(1) | | 20 | At or below plan in each respective quarter | — | — | At or below plan | — | — | Achieved 2 | 50 | | Key Projects(2) | | 40 | Achieve 2 goals | — | Achieve 1 goal | — | — | Achieve 2 goals | Achieved 1 | 75 |

  122. Annual Bonus Equity Incentive

    | Target Number of Shares | 1,458 | | Formulaic Earned Payout % | 63.4% | | Earned Number of Shares | 925 |

  123. Annual Bonus Equity Incentive

    (1)Adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget, (b) for addbacks and (c) for the pro-forma impact of acquisitions and/or divestitures. (2)(a) Achieve specified product spend and/or cross-sell achievement (not achieved) and (b) sign 1 new meaningful partner (achieved).

  124. Long-Term Equity Incentive

    Long-Term Equity Incentive Mr. Netto’s 2025 Long-Term Equity Incentive grant with a one-year performance period was earned based on achievement against a target goal of U.S. and Brazil Vehicle Payments GAAP revenue, as adjusted, of $722.4 million and $678.5 million, respectively, for 2025 (all dollar values in millions).(1)

  125. Long-Term Equity Incentive

    | | Below Threshold (0%) ($) | Threshold (25%) ($) | Below Target (50%) ($) | Below Target (75%) ($) | Target (100%) ($) | Above Target (125%) ($) | Maximum (150%) ($) | Achievement ($) | Payout (%) | Performance- Based Shares Earned (#) | | U.S. | <700.7 | 700.7 | 708.0 | 715.2 | 722.4 | 729.6 | 736.8 | 715.6 | 77 | 853 | | Brazil | <658.1 | 658.1 | 664.9 | 671.7 | 678.5 | 685.3 | 692.1 | 671.2 | 73 | 813 |

  126. Long-Term Equity Incentive

    (1)U.S. and Brazil Vehicle Payments GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget and (b) for the impact of acquisitions and/or divestitures. Mr. Netto’s 2025 Long-Term Equity Incentive grant with a three-year performance period is earned based on revenue growth over that period and has a maximum potential payout value equal to 150% of target.

  127. Long-Term Equity Incentive

    | 40 | 2026 Notice of Annual Meeting & Proxy Statement | |

  128. Long-Term Equity Incentive

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  129. Long-Term Equity Incentive

    Alan King:

  130. Company Annual Equity Incentive

    Company Annual Equity Incentive Our Adjusted EPS-COMP for 2025 was $21.06 against a target of $21.07. The compensation committee therefore determined that the payout percentage was 98.8% based on the linear performance payout scale outlined earlier. Mr. King’s Company Annual Equity Incentive was earned at 1,049 shares.

  131. Annual Bonus Equity Incentive

    Annual Bonus Equity Incentive Mr. King’s 2025 Annual Bonus Equity Incentive Goals and Results are in the table below:

  132. Annual Bonus Equity Incentive

    | | | | | GOALS ($ values in millions) | | | | | Achievement ($ values in millions) | Target Earned (%) | | Performance Metric | | Weighting (%) | Target ($ values in millions) | Threshold (50%) | Below Target (75%) | Target (100%) | Above Target (125%) | Maximum (150%) | | | | Sales(1) | International Vehicle Payments | 20 | 104.1 | 93.7 | 98.9 | 104.1 | 109.3 | 114.5 | 102.6 | 93 | | | All Vehicle Payments | 20 | 404.9 | 364.4 | 384.7 | 404.9 | 425.1 | 445.4 | 399.4 | 93 | | Quarterly Expenses(1) | | 20 | At or below plan in each respective quarter | — | — | At or below plan | — | — | Achieved 4 | 100 | | Key Projects(2) | | 40 | Achieve 2 goals | — | Achieve 1 goal | — | — | Achieve 2 goals | Achieved 0 | 0 |

  133. Annual Bonus Equity Incentive

    | Target Number of Shares | 1,193 | | Formulaic Earned Payout % | 57.2% | | Earned Number of Shares | 683 |

  134. Annual Bonus Equity Incentive

    (1)Adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget, (b) for addbacks and (c) for the pro-forma impact of acquisitions and/or divestitures. (2)(a) Achieve 2025 U.K. payables revenue target (not achieved) and (b) sign 1 new Europe oil outsourcing contract (not achieved).

  135. Long-Term Equity Incentive

    Long-Term Equity Incentive Mr. King’s 2025 Long-Term Equity Incentive grant with a one-year performance period was earned based on achievement against a target goal of International Vehicle Payments GAAP revenue, as adjusted, of $702.8 million for 2025 (all dollar values in millions).(1)

  136. Long-Term Equity Incentive

    | Below Threshold (0%) ($) | Threshold (25%) ($) | Below Target (50%) ($) | Below Target (75%) ($) | Target (100%) ($) | Above Target (125%) ($) | Maximum (150%) ($) | Achievement ($) | Payout (%) | Performance- Based Shares Earned (#) | | <681.7 | 681.7 | 688.7 | 695.8 | 702.8 | 709.8 | 716.9 | 699.1 | 87 | 1,289 |

  137. Long-Term Equity Incentive

    (1)International Vehicle Payments GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2025 budget and (b) for the impact of acquisitions and/or divestitures. Mr. King’s 2025 Long-Term Equity Incentive grant with a three-year performance period is earned based on revenue growth over that period and has a maximum potential payout value equal to 150% of target.

  138. Stock Options

    Stock Options Mr. King received a grant of performance-based Stock Options in 2021, which could be earned based on achievement against a combined regional revenue growth goal for 2022 to 2024. The goal was not achieved, and on June 18, 2025, the award was modified and a 50% payout was approved by the compensation committee as a result of Mr. King’s role transition that occurred during the performance period. As a result of the modification, Mr. King earned 15,000 options that vested on June 18, 2025. The likelihood of achieving the threshold performance level for this grant was considered improbable prior to the modification, which resulted in the incremental fair value reflected in the “2025 Summary Compensation Table” below. Mr. King’s 2025 performance-based Stock Options grant is earned based on revenue and EBITDA growth for 2025 to 2027 (both must be achieved for any portion to be earned), and has a maximum potential payout value equal to 150% of target.

  139. Stock Options

    | | 2026 Notice of Annual Meeting & Proxy Statement | 41 |

  140. Stock Options

    | Table of Contents | 05. COMPENSATION DISCUSSION AND ANALYSIS |

  141. Stock Options

    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. 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. In 2025, we provided relocation benefits, a housing allowance and an auto allowance to Mr. Netto and Mr. King in connection with their relocations to the U.S. We also provided Mr. Walker relocation benefits and legal fee reimbursements in connection with offer letter negotiation and execution. For more information, see the “2025 Summary Compensation Table” below. 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 an 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, so that they will partially vest in connection with retirement, death, or disability, as discussed further below in “Potential Payments Upon Termination or Change in Control.” Such awards continue to be subject to “double trigger” change in control provisions. Process to Review, Revise, and Set Compensation The compensation committee is responsible for administering our executive compensation program and making decisions with respect to the compensation paid to our NEOs. In making such decisions, the compensation committee considers a variety of factors, including: •The compensation committee’s evaluation of the competitive market, including referencing peer group data •The feedback received from our shareholders and proxy advisory firms •The roles and responsibilities of our executives, including each executive’s impact on creating shareholder value •The individual experience and skills of, and expected contributions from, our executives •Pay relative to other NEOs at the Company •The individual performance of our executives during the year and the historical performance levels of our executives •Our overall financial performance Role of Independent Compensation Consultant: All services performed by Exequity were conducted under the direction or authority of the compensation committee. The compensation committee has considered the required independence factors outlined by the SEC and NYSE rules in assessing the independence of Exequity. Consideration was also given by the compensation committee under those required independence factors, plus all other relevant factors, to whether the work performed by Exequity could give rise to a potential conflict of interest. Based on this review, the compensation committee did not identify any conflict of interest raised by the work performed by Exequity. Role of Management: Our CEO provides substantial input to the compensation committee in reviewing the performance of the other executive officers and making compensation recommendations for executive officers who report directly to him. The CEO does not participate in determining the amount of his own compensation. Decisions regarding the compensation of our CEO are made by the compensation committee in executive session, without the CEO present.

  142. Stock Options

    | 42 | 2026 Notice of Annual Meeting & Proxy Statement | |

  143. Stock Options

    | 05. COMPENSATION DISCUSSION AND ANALYSIS | Table of Contents |

  144. Stock Options

    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 2025 compensation decisions for our NEOs. The compensation committee referred to the 2025 Industry Peer Group (as defined below) in setting compensation for 2025 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 annualized target compensation generally 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 table below illustrates the peer group used for purposes of 2025 compensation decisions for our NEOs:

  145. Stock Options

    | 2025 Industry Peer Group | | | Automatic Data Processing, Inc. | Global Payments Inc. | | Broadridge Financial Solutions, Inc. | Intuit Inc. | | Dayforce, Inc. (formerly Ceridian HCM Holding Inc.) | Jack Henry & Associates, Inc. | | Equifax Inc. | Mastercard Incorporated | | Euronet Worldwide, Inc. | Paychex, Inc. | | Fair Isaac Corporation | Paycom Software, Inc. | | Fidelity National Information Services, Inc. | SS&C Technologies Holdings, Inc. | | Fiserv, Inc. | Wex, Inc. |

  146. Stock Options

    Information on Other Compensation-Related Topics Stock Ownership Policy. Our executive officers are subject to stock ownership requirements (expressed as a multiple of base salary). In response to input in our shareholder outreach process, we increased the stock ownership guideline requirements in 2019 to the following levels (which must be obtained within five years from an appointment to a covered position):

  147. •All Other Executive Officers 3x

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | All Other Compensation(5) ($) | Total ($) | | Ronald F. Clarke Chief Executive Officer and Chair of the Board of Directors | 2025 | 1,369,231 | — | 2,000,120 | — | 37,516 | 3,406,867 | | | 2024 | 1,200,000 | — | 16,550,353 | 10,268,500 | 32,145 | 28,050,998 | | | 2023 | 1,200,000 | — | 1,440,058 | — | 28,966 | 2,669,024 | | Peter Walker Chief Financial Officer | 2025 | 251,538 | — | 2,409,220 | 5,075,462 | 206,380 | 7,942,600 | | Tom Panther Former Chief Financial Officer | 2025 | 131,250 | — | — | — | 7,455 | 138,705 | | | 2024 | 486,539 | — | 2,625,471 | 1,200,005 | 34,139 | 4,346,154 | | | 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 | 2025 | 300,000 | — | 540,444 | — | 4,813 | 845,257 | | | 2024 | 300,000 | — | 352,467 | 300,073 | 4,768 | 957,308 | | | 2023 | 284,615 | — | 434,473 | — | 5,010 | 724,098 | | Armando L. Netto(6) Group President, Brazil Vehicle Payments and Strategic Transformation | 2025 | 550,000 | — | 3,344,550 | 1,200,043 | 544,579 | 5,639,172 | | | 2024 | 508,148 | — | 4,467,527 | 1,200,005 | 521,508 | 6,697,188 | | | 2023 | 503,091 | — | 2,610,830 | 1,200,051 | 47,199 | 4,361,171 | | Alan King(6) Group President, International Vehicle Payments | 2025 | 489,055 | — | 2,051,434 | 7,489,090 | 515,912 | 10,545,491 | | | 2024 | 450,000 | — | 2,250,404 | 1,000,020 | 399,459 | 4,099,883 | | | 2023 | 450,000 | — | 2,302,532 | 1,200,051 | 411,343 | 4,363,926 |

  148. Compensation Committee

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year | Summary Compensation Table (“SCT”) Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($ in millions) | Company- Selected Measure: Adjusted EPS-COMP(6) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 3,406,867 | 2,722,552 | 5,022,245 | 3,477,820 | 110.30 | 132.06 | 1,070 | 21.06 | | 2024 | 28,050,998 | 48,357,542 | 4,025,133 | 5,546,679 | 124.04 | 131.72 | 1,004 | 19.49 | | 2023 | 2,669,024 | 21,140,906 | 3,076,074 | 5,914,216 | 103.58 | 119.87 | 982 | 17.18 | | 2022 | 3,986,998 | (24,347,434) | 3,883,399 | 208,386 | 67.32 | 78.81 | 954 | 15.54 | | 2021 | 57,923,473 | 31,186,881 | 4,524,830 | 2,515,971 | 82.04 | 95.30 | 839 | 12.66 |

  149. Compensation Committee

    | Table of Contents | 11. PAY VERSUS PERFORMANCE DISCLOSURE |

  150. Compensation Committee

    | 11. PAY VERSUS PERFORMANCE DISCLOSURE | Table of Contents |

  151. Compensation Committee

    | Table of Contents | 11. PAY VERSUS PERFORMANCE DISCLOSURE |