DEF 14A of World Kinect Corp, Apr 28, 2026

DEF 14A of World Kinect Corp

Filed Apr 28, 2026 · FY20250001193125-26-187092

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board’s objective is to maintain a membership with broad backgrounds that can best further the success of our business and represent shareholders through the exercise of sound judgment informed by a wide array of experience and perspectives. Our Board committees, with all independent members, assist the Board with oversight of our risk management programs and our business initiatives to ensure alignment with our business strategy. For 2026, our director nominees are as follows:

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | Committee Membership | | | | Name and Primary Occupation | Independent | Age | Director Since | A | C | G | | Ira M. Birns Chief Executive Officer, World Kinect Corporation | | 63 | 2026 | | | | | Michael J. Kasbar Executive Chairman, World Kinect Corporation | | 69 | 1995 | | | | | Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC | | 76 | 2002 | | | ● | | Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc | | 66 | 2015 | ● | | ● | | Sharda Cherwoo Retired Senior Partner, Ernst & Young LLP | | 67 | 2020 | ● | | ● | | Jeffrey M. Kottkamp Retired Senior Partner, Deloitte & Touche LLP | | 65 | 2025 | ● | | ● | | John L. Manley(1) Retired Senior Partner, Deloitte & Touche LLP | | 77 | 2010 | | | | | Greg Piper Independent Consultant and Former Energy Industry CEO | | 63 | 2025 | | ● | ● | | Andrea Smith Retired Chief Administrative Officer, Bank of America | | 59 | 2025 | | ● | ● | | Paul H. Stebbins Chairman Emeritus, World Kinect Corporation | | 69 | 1995 | | | |

  4. Director Nominees

    | A – Audit | – Chair | | C – Compensation | ● – Member | | G – Governance | |

  5. Director Nominees

    1. Mr. Manley will begin serving as Chair of the Governance Committee following the Annual Meeting.

  6. Executive Compensation Practices

    | We are committed to sound executive compensation practices | ✓ Rigorous performance targets and metrics ✓ Multi-year vesting and performance periods ✓ Prohibition on hedging and short sales ✓ Stock ownership and retention guidelines ✓ No repricing of awards ✓ Clawback policy ✓ No extensive perquisites | ✓ No tax gross-ups on perquisites or change of control benefits ✓ Double-trigger change of control provisions, with no liberal change of control definitions ✓ No pension or other supplemental benefits ✓ Annual compensation risk assessment ✓ Independent compensation consultant |

  7. 2025 Executive Compensation

    | • No changes to NEOs’ 2025 target total compensation. • 2022 Transformational Awards and 2023-2025 long-term performance equity awards forfeited in their entirety. • Reviewed compensation framework and updated severance and stock ownership policies to enhance governance and long‑term alignment. • Modified our 2025 long-term incentive program (“LTIP”) for performance awards by replacing single-period adjusted diluted earnings per share (“Adjusted EPS”) and adjusted return on invested capital (“Adjusted ROIC”) measures with three-year average targets to better assess sustained performance. |

  8. 2025 NEO ANNUAL COMPENSATION

    | | | | Annual Incentive Program(2) | | | | NEOs | Annual Base Salary ($) | Long-Term Incentive(1) ($) | Amount ($) | % of Target | Total ($) | | Ira M. Birns Chief Executive Officer | 700,000 | 2,250,000 | 371,747 | 50% | 3,321,747 | | John P. Rau President | 700,000 | 2,250,000 | 371,747 | 50% | 3,321,747 | | Mike Tejada Chief Financial Officer | 473,438 | 525,000 | 315,000 | 91% | 1,313,438 | | Michael J. Kasbar Executive Chairman | 1,000,000 | 4,500,000 | 867,409 | 50% | 6,367,409 |

  9. 2025 NEO ANNUAL COMPENSATION

    1. Grant date value includes annual equity awards which consist of 60% performance‑based RSUs (at target) and 40% service‑based RSUs for annual awards (except for Mr. Tejada, whose annual award—granted prior to his promotion—consisted of 75% service‑based RSUs and 25% performance‑based RSUs), and also includes one‑time promotional performance‑based equity awards for Messrs. Birns, Rau and Tejada. Reflects the target award values approved by the Compensation Committee, which differ from the accounting grant date fair values as calculated in accordance with ASC 718 and presented in the “Summary Compensation Table” and the “Grants of Plan-Based Awards” table. The payout under the Annual Incentive Program is 75% based on Adjusted EBITDA and 25% based on strategic objectives for Messrs. Birns, Rau and Kasbar. The financial component based on Adjusted EBITDA was earned at 36% of target, and strategic objectives were earned at 90% of target. The amount shown for Mr. Tejada reflects his payout under the Corporate Annual Incentive Plan, a discretionary program for employees below the NEO level tied to Adjusted EBITDA and overall Company performance, in which he remained a participant for the full year 2025 notwithstanding his promotion to Chief Financial Officer on October 24, 2025.

  10. Director Nominees

    Director Nominees Our Governance Committee and Board believes that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 24 of this proxy statement. The following sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

  11. Director Nominees

    | 8 | World Kinect Corporation 2026 Proxy Statement |

  12. Director Nominees

    | Ira M. Birns Chief Executive Officer | | | | Age: 63 Director Since: 2026 | Committees: None | | | BACKGROUND • Chief Executive Officer of World Kinect Corporation since January 2026 and a member of the Board of Directors since 2026. • Served as President of the Company from April 2025 to December 2025. • Served as Executive Vice President and Chief Financial Officer of the Company from 2007 to 2025, overseeing the Company’s global finance organization, including accounting, treasury, tax, financial planning and analysis, investor relations, risk management and corporate development. • Has played a key leadership role in the Company’s strategic transformation, including initiatives to strengthen profitability, reposition the portfolio and sharpen the Company’s core global energy distribution and logistics operations. • Member of the board of directors and chair of the audit committee of Stem, Inc. (NYSE: STEM), a global leader in AI-driven clean energy software and services. • Previously served as Vice President and Treasurer at Arrow Electronics, Inc., a global provider of technology products and services. • Holds a Bachelor of Business Administration degree in Public Accounting from Hofstra University and is a Certified Public Accountant. SKILLS & QUALIFICATIONS Mr. Birns brings to the Board deep knowledge of the Company’s global operations and strategy, extensive financial and capital markets expertise, and significant experience in strategic planning, capital allocation and corporate transformation. | | |

  13. Director Nominees

    | KEY SKILLS | | | | • Energy Industry • Accounting / Finance | • Human Capital / Talent Management • Investment Banking / Capital Markets | • International Operations • Management |

  14. Director Nominees

    | Michael J. Kasbar Executive Chairman | | | | Age: 69 Director Since: 1995 | Committees: None | | | BACKGROUND • Executive Chairman since January 2026 and Chairman of the Board since May 2014. Chief Executive Officer from January 2012 to December 2025. • President and Chief Operating Officer from July 2002 to December 2011. • Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to July 2002, at the time our principal subsidiary engaged in the marine fuel services business. • Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company which Mr. Kasbar co-founded in 1985 with Mr. Stebbins, from September 1985 to December 1994. • Member of the Business Roundtable from 2013 to 2025. • First cousin of our director, Richard A. Kassar. SKILLS & QUALIFICATIONS Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 25 years of service with us and more than 35 years of experience in the fuel services business. | | |

  15. Director Nominees

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

  16. Director Nominees

    | World Kinect Corporation 2026 Proxy Statement | 9 |

  17. Director Nominees

    | Ken Bakshi Managing Partner, Trishul Capital Group LLC and Trishul Advisory Group LLC | | | | Independent Director Age: 76 Director Since: 2002 | Committees: Compensation (Chair) Governance Nominating Subcommittee (Chair) | | | BACKGROUND • Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies, since June 2003. • Chairman of the board of directors and Chief Executive Officer of Amala Inc., a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2015. • Chief Executive Officer of Row 2 Technologies, a software development firm he co-founded, from December 2002 to February 2006 and Vice Chairman thereafter until June 2009. • Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet-based marketplaces, from July 2000 to December 2002. • Senior Vice President of Wyeth (formerly known as American Home Products Corp.), a NYSE company until its acquisition by Pfizer in 2009, from 1998 to 2000. • Prior to 1998, served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994. SKILLS & QUALIFICATIONS Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly traded corporations. | | |

  18. Director Nominees

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

  19. Director Nominees

    | Jorge L. Benitez Retired Chief Executive Officer of North America, Accenture plc | | | | Independent Director Age: 66 Director Since: 2015 | Committees: Audit Governance Nominating Subcommittee | | | BACKGROUND • Retired from Accenture plc in September 2014 after more than 33 years of service. • Chief Executive Officer of North America, where he had primary responsibility for Accenture’s business and operations in North America, from 2011 to 2014. • Chief Operating Officer, Products Operating Group, the largest of Accenture’s five operating groups, from September 2006 to August 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services. • Held various senior leadership roles and other positions after joining Accenture in 1981. • Member of the board of directors of Fifth Third Bancorp (NASDAQ: FITB) since 2015, and currently serves as chairman of its technology committee and as a member of its audit, executive, and human capital and compensation committees. • Member of the board of directors of Interpublic Group of Companies (NYSE: IPG) from 2023 until Omnicom Group's acquisition of Interpublic Group of Companies in 2025. SKILLS & QUALIFICATIONS Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms. | | |

  20. Director Nominees

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

  21. Director Nominees

    | 10 | World Kinect Corporation 2026 Proxy Statement |

  22. Director Nominees

    | Sharda Cherwoo Retired Senior Partner, Ernst & Young LLP | | | | Independent Director Age: 67 Director Since: 2020 | Committees: Audit Governance | | | BACKGROUND • Retired as a Senior Partner from Ernst & Young LLP (“EY”) in January 2020, after more than 37 years of service, including 28 years as a Client Service Partner with specialized industry focus in private equity, financial services, health care and emerging and disruptive technology companies. • Launched and spearheaded EY’s Intelligent Automation program from October 2015 to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY’s investments in robotic process automation and digital transformation initiatives. • Founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations, from 2001 to 2004. • Member of the board of directors of The Carlyle Group Inc. (NASDAQ: CG) and its audit committee since June 2023. • Member of the board of directors of Doma Holdings, Inc. (NYSE: DOMA) from August 2021 until January 2023 and served as a member of the audit & risk committee. • Member of the board of directors of World Quantum Growth Acquisition Corp. (NYSE: WQGA), from August 2021 until February 2023 and served as the chair of the audit committee and as a member of the compensation and nominating and corporate governance committees. • Member of the advisory board of Land O’Lakes Inc., a member-owned agricultural cooperative, from December 2020 until December 2025, and served on the audit & risk committee and the policy committee. • Member of the board of directors of the International House of New York, a nonprofit board, since June 2008, and serves as the chair of the audit committee. • Serves on the nonprofit boards of Tax Analysts and the National Association of Corporate Directors - New York Chapter, and has been an Executive in Residence at Columbia Business School since 2023 and a member of the Investment Committee of the Rockefeller Brothers Fund since 2025. • Certified Public Accountant on active status. SKILLS & QUALIFICATIONS Ms. Cherwoo brings to the Board her extensive experience in implementing and advising companies on digital transformation, talent transformation and artificial intelligence initiatives, as well as financial and tax reporting experience, and significant executive management and international experience in building, leading and operating business units. | | |

  23. Director Nominees

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

  24. Director Nominees

    | World Kinect Corporation 2026 Proxy Statement | 11 |

  25. Director Nominees

    | Jeffrey M. Kottkamp Retired Senior Partner, Deloitte & Touche LLP | | | | Independent Director Age: 65 Director Since: 2025 | Committees: Audit Governance | | | BACKGROUND • Retired from Deloitte & Touche LLP in 2023 after 29 years as a partner. • Vice Chair of Deloitte’s U.S. Audit Firm from 2018 to 2023. • Deloitte Global Audit & Assurance Quality Leader from 2021 to 2022. • Senior Partner, Deloitte Global Financial Services Audit Practice from 2018 to 2020. • Member of Deloitte U.S.’s Board of Directors from 2011 to 2015, and chair of the finance and audit committee of such board from 2013 to 2015. • Managing Partner of Deloitte’s Northeast Region U.S. Audit Practice from 2009 to 2011. • Served with Deloitte in other roles of increasing responsibility beginning in 1983. • Member of the System Audit Committee of the Federal Farm Credit Banks Funding Corporation since 2026. SKILLS & QUALIFICATIONS Mr. Kottkamp brings to the Board extensive executive management, financial reporting, strategy, audit and regulatory compliance experience. | | |

  26. Director Nominees

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

  27. Director Nominees

    | John L. Manley Retired Senior Partner, Deloitte & Touche LLP | | | | Independent Director Age: 77 Director Since: 2010 | Committees: Audit (Chair) Governance Nominating Subcommittee | | | BACKGROUND • Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner. • Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice from 2006 to 2009. • Founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities. • Had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC, before joining Deloitte. • Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015. • Certified Public Accountant on inactive status. SKILLS & QUALIFICATIONS Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience. | | |

  28. Director Nominees

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

  29. Director Nominees

    | 12 | World Kinect Corporation 2026 Proxy Statement |

  30. Director Nominees

    | Greg Piper Former Energy Industry CEO | | | | Independent Director Age: 63 Director Since: 2025 | Committees: Compensation Governance | | | BACKGROUND • Since April 2020, senior independent advisor, providing advisory, operating, investment and consulting services to executive management, company boards and investment fund managers in the global commodity, energy, power and agriculture industries. • Since March 2024, Operating Partner at Ospraie Management, LLC, an investment firm focused on the acquisition and management of assets in agriculture, energy, metals and mining, and commodity logistics. • Interim Chief Executive Officer and Senior Advisor of Oxbow Crush LLC, a private equity owned company in the agriculture and renewable fuels industry, from August 2022 to September 2023. • President, Chief Executive Officer and member of the board of directors of CP Energy Holdings, LLC, a private midstream energy company providing crude oil and natural gas purchasing, transportation, marketing and risk management services, from November 2014 to March 2020. • Prior to joining CP Energy, Chief Executive Officer of Gavilon, LLC, a private midstream energy and refined products marketing company, where he led the energy group's spin-off from Gavilon and its subsequent sale in 2014 to NGL Energy Partners LP. Prior to this, served as Gavilon’s Chief Commercial Officer, where he directed the company's strategic initiatives, including the sale of the global agriculture division to Marubeni Corporation in 2013. SKILLS & QUALIFICATIONS Mr. Piper brings to the Board extensive operational experience in the global energy, power, commodity and agriculture industries, with deep expertise in midstream operations, M&A, business development and risk management. | | |

  31. Director Nominees

    | KEY SKILLS | | | | • Energy Industry | • Commodities Trading | • Management |

  32. Director Nominees

    | Andrea Smith Retired Chief Administrative Officer, Bank of America | | | | Independent Director Age: 59 Director Since: 2025 | Committees: Compensation Governance | | | BACKGROUND • Retired from Bank of America in December 2021 after nearly 34 years of service. • Chief Administrative Officer of Bank of America from 2015 to December 2021, where she led a global portfolio including the company’s brand strategy, marketing, data analytics, media and communications, business integration across 91 U.S. local markets, crisis management and global business continuity. • Head of Global Human Resources of Bank of America from 2010 to 2015, managing a global workforce of more than 285,000 employees. • Senior Human Resources Executive of Bank of America from 2002 to 2010, with responsibilities spanning Global Banking and Markets, Global Wealth & Investment Management, Global Commercial Banking, Corporate Workplace and Corporate Planning & Strategy. • Held various other positions at Bank of America from 1988 to 2002. • Chair of the Bank of America Alumni Network since January 2022. • Interim CEO and President of the Charlotte Regional Business Alliance from May 2024 to May 2025 and Strategic Advisor from May 2025 to December 2025. • Consultant to the Charlotte Hornets from March 2026 to August 2026. • Member of the board of directors of HCA Healthcare, Inc. (NYSE: HCA). SKILLS & QUALIFICATIONS Ms. Smith brings to the Board extensive financial, operational and human resources expertise, including capital planning, business administration, brand strategy, marketing, data/analytics, media and communications, vendor management, business integration and continuity and people strategy. | | |

  33. Director Nominees

    | KEY SKILLS | | | | • Management | • Corporate Governance/Other Public Company Directorship | • Human Capital/Talent Management |

  34. Director Nominees

    | World Kinect Corporation 2026 Proxy Statement | 13 |

  35. Director Nominees

    | Paul H. Stebbins Chairman Emeritus, World Kinect Corporation | | | | Independent Director Age: 69 Director Since: 1995 | Committees: None | | | BACKGROUND • Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014. • Chairman and Chief Executive Officer from July 2002 to December 2011. • President and Chief Operating Officer from August 2000 to July 2002. • President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to August 2000, at the time our principal subsidiary engaged in the marine fuel services business. • Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985 with Mr. Kasbar, from September 1985 to December 1994. • Member of the board of directors of First Solar, Inc. (NASDAQ: FSLR) since December 2006 and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees. • A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and member of the Board of Advisors of Silkroad founded by Yo-Yo Ma (silkroad.org). • Founding member of FixUSNow (FixUSNow.org) and member of the Council on Foreign Relations (CFR.org). SKILLS & QUALIFICATIONS Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 25 years of service to our Company and more than 35 years of experience in the fuel services business. | | |

  36. Director Nominees

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

  37. Director Nominees

    | 14 | World Kinect Corporation 2026 Proxy Statement |

  38. Director Nominees

    | Corporate Governance | |

  39. Shareholder Engagement

    | As a result of the feedback we received from our shareholders over the last few years, we have, among other things: ✓ disclosed performance metrics for the Transformational Awards in the supplemental proxy materials filed on June 7, 2023; ✓ reaffirmed that special awards should be rare and committed not to grant additional special equity awards to executives absent compelling circumstances; ✓ increased the weighting of the financial performance metrics in the 2024 annual incentive program from 60% to 75%, with the strategic objectives weighting reduced from 40% to 25%; ✓ adopted a director resignation policy for uncontested elections; ✓ enhanced the disclosure in our proxy statements to provide a greater level of transparency around specific strategic objectives, achieved results, and determination of final payouts; ✓ amended our Governance Committee charter and Corporate Governance Principles; and ✓ modified our executive compensation programs to shift the total direct compensation (“TDC”) payable to our NEOs by increasing the portion of TDC payable in equity and the portion of TDC that is long-term performance based. |

  40. Director Compensation and Ownership Guidelines

    Director Compensation and Ownership Guidelines

  41. Equity Awards

    Equity Awards In 2025, the Board granted each non-management director $175,000 worth of restricted stock units (“RSUs”) for board service and to each member of the Governance Committee, an additional $10,000 in RSUs as the fee for service on the Governance Committee. In addition, the Chair of the Audit Committee was granted an additional $15,000 in RSUs as a portion of his fee for serving as Chair, and the Chairs of the Compensation Committee, Governance Committee, Technology & Operations Committee, Sustainability and Corporate Responsibility Committee and Nominating Subcommittee each received an additional $10,000 in RSUs as a portion of their fees for serving as Chair of the respective committees. If a non‑management director was appointed after the annual grant date, the value of their RSU award was pro-rated based on the portion of the year served. The RSUs vest on the earlier of (i) the day prior to the annual meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 100% of the underlying shares will be issued. Our 2025 Omnibus Plan (the “2025 Plan”) includes limits on equity awards that may be granted to non-management directors. For the 2025–2026 term, Mr. Bakshi received 7,452 RSUs, Mr. Manley received 7,271 RSUs, Messrs. Roddenberry and Benitez and Ms. Cherwoo each received 7,089 RSUs, Messrs. Kassar and Kottkamp each received 6,725 RSUs, Mr. Stebbins received 6,362 RSUs, Mr. Piper received 5,737 RSUs and Ms. Smith received 4,259 RSUs. The following table summarizes the compensation paid by us to our non-management directors for services rendered during 2025. Directors who are employed by us do not receive additional compensation for serving as directors.

  42. Equity Awards

    | 32 | World Kinect Corporation 2026 Proxy Statement |

  43. 2025 Director Compensation Table

    2025 Director Compensation Table

  44. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Ken Bakshi | 175,000 | 205,005 | 380,005 | | Jorge L. Benitez | 180,389 | 195,018 | 375,407 | | Sharda Cherwoo | 145,000 | 195,018 | 340,018 | | Richard A. Kassar(3) | 132,500 | 185,005 | 317,505 | | Jeffrey M. Kottkamp | 77,472 | 205,684 | 283,156 | | John L. Manley | 162,500 | 200,025 | 362,525 | | Greg Piper | 50,269 | 162,058 | 212,327 | | Stephen K. Roddenberry(3) | 147,111 | 195,018 | 342,130 | | Jill B. Smart | 47,056 | — | 47,056 | | Andrea Smith | 20,699 | 113,545 | 134,244 | | Paul H. Stebbins | 107,500 | 175,019 | 282,519 |

  45. 2025 Director Compensation Table

    1. The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2025. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2025 Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 11 to the notes to the consolidated financial statements in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2025. 2. The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2025 was as follows:

  46. 2025 Director Compensation Table

    | Name | RSUs | Total Units(a) | | Ken Bakshi | 24,131 | 24,131 | | Jorge L. Benitez | 7,089 | 7,089 | | Sharda Cherwoo | 7,089 | 7,089 | | Richard A. Kassar(3) | 23,404 | 23,404 | | Jeffrey M. Kottkamp | 6,725 | 6,725 | | John L. Manley | 9,020 | 9,020 | | Greg Piper | 5,737 | 5,737 | | Stephen K. Roddenberry(3) | 23,768 | 23,768 | | Jill B. Smart | — | — | | Andrea Smith | 4,259 | 4,259 | | Paul H. Stebbins | 6,362 | 6,362 |

  47. 2025 Director Compensation Table

    a. For a discussion of the applicable vesting terms of these RSUs and stock units, please see the “Security Ownership of Certain Beneficial Owners and Management” table and related footnotes for each director beginning on page 69. 3. Mr. Kassar and Mr. Roddenberry will not stand for reelection to the Board at the Annual Meeting.

  48. 2025 PERFORMANCE METRICS

    2025 PERFORMANCE METRICS The 2025 Annual Incentive Program (“2025 AIP”) continues to use a weighting of 75% financial performance metrics and 25% strategic objectives. Strategic objectives for 2025 remained streamlined with each objective weighted according to the Compensation Committee’s assessment of its importance to our long‑term ability to create shareholder value. For the Performance‑Based Restricted Stock Units (PRSUs) granted in respect of the 2025-2027 period, the most significant change was the transition from a performance measure based on an Adjusted EPS target measured at the end of the three-year performance period to a three‑year average Adjusted EPS target measured based on the achievement of annual Adjusted EPS targets for each of the three years. Additionally, the ROIC modifier was changed from a single year growth target to a three-year average target. It was determined that this updated design would provide a more balanced evaluation of sustained performance over the full three-year measurement period.

  49. 2025 ANNUAL CASH INCENTIVE PAYOUTS WERE BELOW TARGET

    2025 ANNUAL CASH INCENTIVE PAYOUTS WERE BELOW TARGET Payouts for Messrs. Birns, Rau and Kasbar under the 2025 AIP were earned at 50% of target overall: the financial component was earned at 36% of target and strategic objectives were earned at 90% of target.

  50. 2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS WERE FORFEITED

    2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS WERE FORFEITED As our 2025 Adjusted EPS fell below the minimum performance threshold, the 2023–2025 PRSUs, with grant date values of $930,000 each for Messrs. Birns and Rau and $2,700,000 for Mr. Kasbar, were forfeited in full at the end of the performance period, underscoring our commitment to aligning pay outcomes with shareholder results.

  51. 2023-2025 PERFORMANCE-BASED RESTRICTED STOCK UNITS WERE FORFEITED

    | World Kinect Corporation 2026 Proxy Statement | 37 |

  52. Executive Compensation Practices

    | Rigorous performance targets and metrics | Both the achievement and formulaic payout calculation of adjusted earnings before interest, taxes, depreciation, and amortization (“Adjusted EBITDA”) performance under our 2025 AIP were below target. 2023-2025 PRSUs and the 2022 Transformational Equity Awards were forfeited as the applicable threshold performance levels were not achieved. | | Multi-year vesting and performance periods | Our service-based restricted stock units (“RSUs”) are generally subject to three-year vesting periods. Our PRSUs generally have three-year performance periods. | | Prohibition on hedging, and short sales | We prohibit short sales and hedging of shares by executives. Pledged shares do not count towards compliance with our stock ownership guidelines. | | Stock ownership and retention guidelines | We have robust stock ownership guidelines for our NEOs that provide for a seven times annual base salary requirement for our CEO, five times annual base salary requirement for our President, and three times annual base salary requirement for our CFO, COO and other executive officers. In addition, our executive officers are required to retain 50% of any net shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual ceases to be an executive officer, if earlier). | | No repricing | We do not allow repricing or buy-outs of underwater stock options or stock appreciation rights without shareholder approval. | | Clawback policy | We have a clawback policy that complies with SEC rules and NYSE listing standards for our Section 16 officers, including the NEOs, for the recovery of certain erroneously awarded performance-based incentive compensation. | | No extensive perquisites | We do not provide extensive perquisites to our NEOs. | | No tax gross-ups on perquisites or change of control benefits | We do not provide tax gross-ups on perquisites or change of control benefits. | | Double-trigger change of control provisions, with no liberal change of control definitions | We have double-trigger change of control provisions in employment arrangements and for the acceleration of equity awards. These arrangements do not contain liberal change of control definitions. | | No pension or other supplemental benefits | We do not provide defined benefit pension or supplemental retirement plan benefits. | | Annual compensation risk assessment | The Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The Compensation Committee directly retains an independent compensation consultant that reports directly to the Compensation Committee. |

  53. Elements of Compensation

    | Element | | | | Purpose | Form of Payout | Material Terms | | Fixed | | Annual Base Salary | | Provide a competitive level of fixed compensation | Cash | Reflects internal pay equity considerations and may be increased periodically based on factors such as market conditions, changes in roles or expansion of duties | | Variable | Short-Term | Annual Incentive | Profitability Metric | Motivate executives to achieve superior financial performance over a one-year period | Cash | Represents 75% of AIP | | | | Program (AIP) | | | | Earned based on achievement of Adjusted EBITDA | | | | | | | | Payouts against target range from 35% at threshold to 200% at maximum | | | | | Strategic Objectives | Motivate and reward achievement of strategic | Cash | Represents 25% of AIP | | | | | | goals that contribute to our long-term growth and | | Earned based on pre-established and Board-approved strategic objectives | | | | | | operational excellence | | Payouts capped at 100% of target | | | Long-Term | Annual Long- | PRSUs | Incentivize executives to | Equity-based | Represents 60% of annual LTIP award | | | | Term Incentive | | sustain long-term | | Vests after a 3-year performance period | | | | Program (LTIP) | | performance | | Earned based on three-year average of Adjusted EPS, with a modifier based on a three-year average of Adjusted ROIC | | | | | | | | Payouts against target range from 40% at threshold to 200% at maximum | | | | | | | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting | | | | | RSUs | Provide a retention incentive that promotes | Equity-based | Represents 40% of the annual LTIP award | | | | | | sustained stock ownership | | Vest ratably over 3 years | | | | | | and alignment with stock price performance | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting |

  54. Annual Incentive Program (“AIP”)

    Annual Incentive Program (“AIP”) We pay performance-based annual cash incentive awards to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. Annual cash incentive awards are earned according to the achievement of a Company-wide financial metric and Company-wide strategic objectives. Our Compensation Committee selects performance metrics that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving sustainable long-term growth and value for shareholders. For the 2025 AIP, the Compensation Committee continued to use a combination of Adjusted EBITDA performance and strategic objectives that the Compensation Committee believes will contribute to sustainable growth over the long term. The Compensation Committee believes that Adjusted EBITDA continues to be the appropriate metric as it is a strong indicator of our business’ financial performance and is one of the key financial metrics provided to our investors as measurements of our current and future operational success. In order to foster a culture of collaboration with a shared focus and commitment, the Compensation Committee determined that it would continue to utilize Adjusted EBITDA as the financial performance metric for our NEOs’ 2025 AIP awards.

  55. Weighting of Performance Metrics in 2025 Annual Incentive Program

    Weighting of Performance Metrics in 2025 Annual Incentive Program The Compensation Committee continued with the same weighting of the financial performance metric (Adjusted EBITDA) in the 2025 AIP of 75%, and the strategic objectives weighting of 25%. The Compensation Committee believes that this weighting is consistent with best practice and appropriate in light of our continued focus on operating efficiency and driving sustained growth. While the Adjusted EBITDA performance is subject to a maximum payout of 200%, the strategic objectives are subject to a maximum payout of only 100%, resulting in an effective combined maximum payout of 175% for 2025 AIP awards. Following the end of the performance year, the Compensation Committee determines the extent to which the financial and strategic objectives have been met and any subsequent amounts to be paid out.

  56. Weighting of Performance Metrics in 2025 Annual Incentive Program

    | World Kinect Corporation 2026 Proxy Statement | 41 |

  57. Annual Cash Incentive Opportunity

    Annual Cash Incentive Opportunity The table below reflects 2025 AIP target annual cash incentive opportunity amounts for our NEOs, which remain unchanged from 2024:

  58. Annual Cash Incentive Opportunity

    | | 2025 Annual Cash Incentive Opportunity | | | | | NEO(1) | Adjusted EBITDA Performance (75%) ($) | Strategic Objectives (25%) ($) | Total ($) | % Change from 2024 to 2025 | | Birns | 562,500 | 187,500 | 750,000 | No change | | Rau | 562,500 | 187,500 | 750,000 | No change | | Kasbar | 1,312,500 | 437,500 | 1,750,000 | No change |

  59. Annual Cash Incentive Opportunity

    (1) Mr. Tejada was promoted to Chief Financial Officer effective October 24, 2025. For the full 2025 fiscal year, he participated in the Corporate Annual Incentive Plan, a discretionary bonus program for employees below the NEO level, with payouts tied to Adjusted EBITDA and overall Company performance. Beginning with the 2026 fiscal year, Mr. Tejada participates in the AIP for NEOs.

  60. 2025 AIP Performance Determinations

    2025 AIP Performance Determinations

  61. Adjusted EBITDA Performance Assessment

    | | | | | Initial | | | | Performance Level (Payout %) | Threshold (35%) | Target (100%) | Maximum (200%) | Actual (1) | Achievement % (vs. Target) | Payout (%) | | Adjusted EBITDA (% of Target) | $335.0M (88%) | $380.0M (100%) | $440.0M (116%) | $336.2M | 88% | 36% |

  62. Strategic Objectives Performance Assessment

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

  63. Strategic Objectives Performance Assessment

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

  64. Strategic Objectives Performance Assessment

    | Category & Description | Weighting % | Compensation Committee Rating (Payout %) | | Portfolio Optimize portfolio through capital and resource allocation. | 15% | Met Expectations (95%) | | People Organize people in accordance with common operating models to fit the go-forward portfolio. | 5% | Mostly Met Expectations (85%) | | Platform Fortify and refine operating platforms in the Aviation and Marine segments and continue to enhance functional platforms to better manage risk and cost control and maximize operating leverage. | 5% | Mostly Met Expectations (80%) | | Overall Strategic Objectives Payout % (weighted average of individual objective payout percentages) | | 90% |

  65. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program

  66. Annual Long-Term Incentive Program

    | As in prior years, for the 2025 LTIP, the Compensation Committee approved a mix of PRSUs and RSUs to balance retention and alignment with long-term value creation. The Compensation Committee believes that service-based RSUs, which are tied to a fixed number of shares on the grant date, provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance, while PRSUs incentivize and reward executives for long-term sustained performance. Under the LTIP, the Compensation Committee approves a target LTIP opportunity value, which is denominated in dollars, and then executives are granted PRSUs (that can be earned from 0% to 200% of target) with a fair market value of approximately 60% of the target LTIP opportunity value and RSUs with a fair market value of approximately 40% of the target LTIP opportunity value. The service-based RSUs generally vest annually in equal installments over a three-year period beginning on the first anniversary of the grant date. The PRSUs are generally based on Company performance in respect of selected financial metrics over a three-year period and are earned and vest after the end of the performance period once the Compensation Committee has determined the extent to which the performance goals have been achieved. | |

  67. Annual Long-Term Incentive Program

    The table below shows the 2025 target LTIP opportunity value for each of our NEOs, which is unchanged from 2024 (other than Mr. Tejada who was promoted in October 2025).

  68. Annual Long-Term Incentive Program

    | | Long-Term Incentive Opportunity | | | | | 2025 | | | | NEO | Target PRSUs (60%) (1) ($) | Service-Based RSUs (40%) (1) ($) | Total ($) | | Birns | 930,000 | 620,000 | 1,550,000 | | Rau | 930,000 | 620,000 | 1,550,000 | | Tejada | 56,250(2) | 168,750(2) | 225,000(2) | | Kasbar | 2,700,000 | 1,800,000 | 4,500,000 |

  69. Annual Long-Term Incentive Program

    1. The number of RSUs and target PRSUs awarded is calculated by dividing the respective target LTIP opportunity value by the fair market value as defined in the World Kinect Corporation 2025 Omnibus Plan (“2025 Omnibus Plan”) of our common stock as of the grant date for financial reporting purposes. Please refer to the Grants of Plan-Based Awards table for the actual number of target PRSUs and RSUs granted. 2. Prior to his promotion to Chief Financial Officer effective October 24, 2025, Mr. Tejada received PRSUs (25% weighting) and RSUs (75% weighting).

  70. PERFORMANCE-BASED RSUs

    PERFORMANCE-BASED RSUs

  71. 2025 – 2027 PRSUs

    with the practices of our compensation comparison companies and the broader market and (2) provided executives a consistent and continuous incentive to focus on our long-term growth in Adjusted EPS and to share in increases in our market value, while maintaining effective use of our capital resources. These performance metrics also aligned with our strategic goals of driving sustainable growth, efficiently using our available capital and increasing the value of our common stock for shareholders. In early 2025, the Compensation Committee determined the threshold, target and maximum Adjusted EPS levels for the 2025 – 2027 performance period based on our rigorous internal targets, with the threshold set at a level higher than the forecasted level, and confidential operating plan, which was developed to support the achievement of our publicly disclosed 2027 financial targets. As in prior years, the Compensation Committee remains committed to disclose a full set of performance ranges and achieved results upon completion of the performance period. Adjusted EPS targets for all performance levels remained the same except the threshold decreased by 2% from those used for the 2024 – 2026 PRSUs, with the maximum performance set at a level that could only be attained when applicable results are exceptional and justify the higher payout. The Compensation Committee then established the Adjusted ROIC performance levels—which remained the same as the 2024 – 2026 PRSU award levels in the event that performance falls anywhere between the foregoing levels, linear interpolation is applied to determine the appropriate payout. The table below sets forth the payout ranges for the 2025 – 2027 PRSUs.

  72. 2023 – 2025 PRSUs

    | Performance Level | Threshold | Target | Maximum | Actual | | Adjusted EPS (1) | $2.10 | $2.30 | $2.70 | $1.91 | | Payout (With ROIC modifier) | (30% - 50%) | (80% - 120%) | (160% - 200%) | 0% |

  73. 2022 TRANSFORMATIONAL AWARDS

    | Performance Level | Threshold | Target | Maximum | Actual | | Three-year cumulative TSR | 29.5% | 40.5% | 64.3% | 7.4% | | Payout | 50% | 100% | 200% | 0% |

  74. PROMOTIONAL EQUITY AWARDS

    PROMOTIONAL EQUITY AWARDS In connection with their promotions, the Compensation Committee approved promotional equity awards to Messrs. Birns, Rau and Tejada. These one‑time awards are subject to achievement of a performance goal based on a three‑year average Adjusted EPS target of $2.30 in respect of the 2025-2027 performance period. The design does not include interpolation – that is, the awards vest at 100% only if the performance goal is achieved, and 0% if it is not. This structure reinforces the Committee’s intent that the awards be tied directly to sustained long‑term performance.

  75. Changes to the 2026 Executive Compensation Program

    Changes to the 2026 Executive Compensation Program To help ensure continued alignment with market best practices during 2025, the Compensation Committee, together with its independent compensation consultant, conducted an extensive comparative review of our executive compensation program with a specific focus on the modifier used for the LTIP. For the comparative review, the Compensation Committee relied on publicly available data from our compensation comparison companies. Following the review, the Compensation Committee determined to refine our PRSU modifier to connect final payouts directly to our stock’s performance and delivery of superior market returns for our shareholders. Similar to last year, for the 2026 – 2028 PRSUs, the Adjusted EPS growth metric will be a cumulative growth target, measuring Adjusted EPS for each year of the three-year performance period additively (in the form of a three-year average); however, the Adjusted ROIC modifier will be replaced by the Company’s relative TSR (with an absolute TSR cap) against the Russell 2000 Index. The Compensation Committee decided to maintain the same mix of service RSUs (40%) and PRSUs (60%), except for Mr. Kasbar who will receive 100% PRSUs to reflect the Committee’s determination that he should be rewarded primarily in respect of achievement of long-term performance in his role as Executive Chairman. As of January 1, 2026, the World Kinect Corporation Executive Severance Policy was introduced to standardize the Company’s severance practices. The new policy superseded the World Fuel Services Corporation Executive Severance Policy that was originally adopted in 2016 as well as individual severance agreements that were in effect at the time. We refer to the old and new policies in this Proxy Statement, collectively, as the “Executive Severance Policy”.

  76. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In connection with the setting of 2025 executive compensation, the Compensation Committee engaged and received advice and assistance from its independent compensation consultant, Compensation Strategies, Inc. Compensation Strategies, Inc. provides services solely to the Compensation Committee and reports directly and exclusively to the Compensation Committee. The Compensation Committee has assessed the independence of Compensation Strategies, Inc. pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that Compensation Strategies, Inc.’s work for the Compensation Committee does not raise any conflicts of interest.

  77. Role of Independent Compensation Consultant

    | 48 | World Kinect Corporation 2026 Proxy Statement |

  78. Role of Independent Compensation Consultant

    For 2025, Compensation Strategies, Inc. provided assistance to the Compensation Committee generally as follows: • assisted in the preparation and review of quantitative analysis used in the compensation setting process; • assisted in reviewing the compensation comparison companies group for 2025; • assisted in developing a competitive analysis of our NEO compensation and provided recommendations for the 2025 compensation for our NEOs, including the design of the NEOs’ annual and long-term compensation plans; • performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program; • reviewed the Compensation Discussion and Analysis in the annual proxy statement; • advised on amendments to the Executive Severance Policy and the Stock Ownership Guidelines; • advised generally on agreements or other documents the Compensation Committee was asked to approve; and • provided updates on regulatory developments and market trends related to executive compensation.

  79. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Our Compensation Committee believes that it is important to protect our intellectual capital. We have not, however, had an employment agreement with any of our NEOs except for Mr. Kasbar, whose agreement had been in place since 2008 until its expiration on December 31, 2025. During 2025, Mr. Kasbar’s change of control benefits were subject to “double-trigger” provisions and he would have received a severance payment only if he was terminated without cause or he terminated for “good reason” within 24 months following a change of control (key terms are defined in the employment agreement). His employment agreement expired on December 31, 2025, and severance payments provided for under the agreement will not be payable until after Mr. Kasbar ceases to be employed by the Company and subject to his continued compliance with restrictive covenants. While Mr. Kasbar remains employed by the Company as Executive Chairman, he and the Company are no longer party to an employment agreement, and he does not participate in the Executive Severance Policy (described below). Our other NEOs are a party to a severance agreement or participate in our Executive Severance Policy, which provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such arrangements following termination of employment. The Compensation Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also believes these arrangements are appropriate and necessary to attract and retain these executives. As of January 1, 2026, the World Kinect Corporation Executive Severance Policy was introduced to standardize the Company’s severance practices, and superseded the World Fuel Services Corporation Executive Severance Policy that was originally adopted in 2016 as well as individual severance agreements that were in effect at the time. The Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 59 of this Proxy Statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.

  80. Equity Grant Practices

    Equity Grant Practices No stock options were granted in 2025. Equity awards for our NEOs are typically granted in March of each year on or about the 15th or 31st. The Compensation Committee does not take material non-public information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding NEOs) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10.

  81. Equity Grant Practices

    | 50 | World Kinect Corporation 2026 Proxy Statement |

  82. Equity Grant Practices

    Under the terms of the World Kinect Corporation 2025 Omnibus Plan (the “2025 Omnibus Plan”) and its predecessor equity incentive plans, we are not permitted to cancel outstanding stock options or stock-settled stock appreciation rights (“SSARs”) for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.

  83. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023 according to the rules promulgated by the SEC:

  84. Summary Compensation Table

    | Name and Principal Position(1) | Year | Salary ($) | Bonus(2) ($) | Stock Awards(3)(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(6) ($) | All Other Compensation(7) ($) | Total ($) | | Ira M. Birns | 2025 | 700,000 | — | 2,250,038 | 371,747 | — | 37,841 | 3,359,625 | | Chief Executive Officer | 2024 | 700,000 | — | 1,550,023 | 491,500 | — | 33,261 | 2,774,784 | | | 2023 | 700,000 | — | 1,550,020 | 543,000 | — | 30,291 | 2,823,311 | | John P. Rau | 2025 | 700,000 | — | 2,250,038 | 371,747 | — | 30,440 | 3,352,224 | | President | 2024 | 700,000 | — | 1,550,023 | 491,500 | — | 29,022 | 2,770,545 | | | 2023 | 700,000 | — | 1,550,020 | 543,000 | — | 27,411 | 2,820,431 | | Mike Tejada | 2025 | 473,438 | 315,000 | 525,014 | — | — | 54,073 | 1,367,525 | | Chief Financial Officer | | | | | | | | | | Michael J. Kasbar | 2025 | 1,000,000 | — | 4,500,022 | 867,409 | 6,091 | 56,658 | 6,430,180 | | Executive Chairman | 2024 | 1,000,000 | — | 4,500,018 | 1,146,500 | 9,531 | 48,685 | 6,704,733 | | | 2023 | 1,000,000 | — | 4,500,008 | 1,250,000 | 9,428 | 42,807 | 6,802,243 |

  85. Summary Compensation Table

    1. Titles listed are as of the date of this Proxy Statement. (i) Mr. Birns assumed the role of Chief Executive Officer and ceased to be the President effective January 1, 2026. (ii) Mr. Rau served as Executive Vice President, Global Aviation, Land and Marine until his promotion to Chief Operating Officer, effective April 25, 2025, and was subsequently appointed President, effective January 1, 2026. (iii) Mr. Tejada was promoted to Chief Financial Officer effective October 24, 2025, at which time Mr. Birns ceased serving as the Chief Financial Officer. (iv) Mr. Kasbar stepped down from the position of Chief Executive Officer effective December 31, 2025 and remains Executive Chairman. 2. The amounts shown were earned under the annual incentive plan for corporate staff members in which Mr. Tejada remained a participant during the entirety of the performance year 2025, notwithstanding his promotion to Chief Financial Officer effective October 24, 2025. Given that payouts under that annual incentive plan are discretionary (with no pre-established performance goals), his calculated amount appears in the bonus column in accordance with proxy disclosure rules. 3. The amounts shown represent the estimated aggregate grant date fair value of the awards made in the year indicated relating to equity awards granted to the NEOs. The estimated grant date fair value of these awards is based on the fair market value (as defined in our 2025 Omnibus Plan) of our common stock as of the grant date and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 12 to the consolidated financial statements for the 2023 fiscal year, Note 13 to the consolidated financial statements for the 2024 fiscal year, and Note 11 to the consolidated financial statements for the 2025 fiscal year, in each case in Item 15 of the respective Annual Reports on Form 10-K. 4. For 2025, the Stock Awards column reflects the service-based RSUs and the three-year PRSUs that were awarded in March 2025 and May 2025, as applicable, and reflects an assumption that the required performance goals for the PRSUs will be achieved at target levels, which was determined to be the probable outcome as of the grant date, without regard to forfeitures. The grant date fair values for the PRSUs issued to the NEOs in March 2025 and May 2025, as applicable, assuming achievement of maximum performance are as follows: for Mr. Birns, $1,860,011; for Mr. Rau, $1,860,011; for Mr. Tejada, $112,518; and for Mr. Kasbar, $5,400,027. A determination of the amount of the PRSUs, if any, that will be earned will be made in March 2028. As part of the changes in our executive team, one-time promotional three-year PRSUs were awarded to our NEOs (other than Mr. Kasbar) in June 2025 and October 2025, as applicable. Assuming achievement of performance at target level (100%) being the maximum under the awards, the grant date fair values for these PRSUs are as follows: for Mr. Birns, $700,019; for Mr. Rau $700,019; and for Mr. Tejada $300,005. If the target is not met, there will be no vesting. See “Grants of Plan Based Awards Table” for more information. This amount reflects an annual cash incentive award earned by each NEO based on pre-established performance objectives.

  86. Summary Compensation Table

    | World Kinect Corporation 2026 Proxy Statement | 53 |

  87. Summary Compensation Table

    For 2025, the amount reflects interest accrued for 2025 in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the “Kasbar Accrued Interest”). The portion reflected in this column for 2025 is the portion of the Kasbar Accrued Interest that constitutes “above market earnings” within the meaning of the applicable SEC rules for 2025. The full amount of the Kasbar Accrued Interest is reflected in the “Non-Qualified Deferred Compensation” table” on page 58 of this Proxy Statement. 7. Details of the 2025 amounts are set forth below in the “All Other Compensation Table”:

  88. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our NEOs during the year ended December 31, 2025:

  89. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Committee Approval | Threshold ($) | Target ($) | Maximum ($) | Award Type | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Ira M. Birns | n/a | 02/12/2025 | 196,875 | 562,500 | 1,125,000 | (1) | — | — | — | — | — | | | n/a | 02/12/2025 | — | — | 187,500 | (2) | — | — | — | — | — | | | 03/15/2025 | 02/12/2025 | — | — | — | PRSU(3) | 13,305 | 33,262 | 66,524 | — | 930,006 | | | 03/15/2025 | 02/12/2025 | — | — | — | RSU(4) | — | — | — | 22,175 | 620,013 | | | 06/05/2025 | 06/05/2025 | — | — | — | PRSU(5) | | 25,446 | — | — | 700,019 | | John P. Rau | n/a | 02/12/2025 | 196,875 | 562,500 | 1,125,000 | (1) | — | — | — | — | — | | | n/a | 02/12/2025 | — | — | 187,500 | (2) | — | — | — | — | — | | | 03/15/2025 | 02/12/2025 | — | — | — | PRSU(3) | 13,305 | 33,262 | 66,524 | — | 930,006 | | | 03/15/2025 | 02/12/2025 | — | — | — | RSU(4) | — | — | — | 22,175 | 620,013 | | | 06/05/2025 | 06/05/2025 | — | — | — | PRSU(5) | | 25,446 | — | — | 700,019 | | Mike Tejada | 05/10/2025 | 03/13/2025 | — | — | — | PRSU(3) | 840 | 2,100 | 4,200 | — | 56,259 | | | 05/10/2025 | 03/13/2025 | — | — | — | RSU(4) | — | — | — | 6,299 | 168,750 | | | 10/24/2025 | 09/16/2025 | — | — | — | PRSU(5) | | 11,253 | — | — | 300,005 | | Michael J. Kasbar | n/a | 02/12/2025 | 459,375 | 1,312,500 | 2,625,000 | (1) | — | — | — | — | — | | | n/a | 02/12/2025 | — | — | 437,500 | (2) | — | — | — | — | — | | | 03/15/2025 | 02/12/2025 | — | — | — | PRSU(3) | 38,627 | 96,567 | 193,134 | — | 2,700,013 | | | 03/15/2025 | 02/12/2025 | — | — | — | RSU(4) | — | — | — | 64,378 | 1,800,009 |

  90. Grants of Plan-Based Awards

    1. The amounts shown reflect the threshold, target and maximum payouts that could have been earned as annual performance-related cash incentive awards under the 2025 AIP. For 2025, our Adjusted EBITDA resulted in a formulaic earning of the Adjusted EBITDA portion of the incentive at 36% of target. Please see the discussion regarding the compensation programs for the NEOs beginning on page 40 of this Proxy Statement for additional information. 2. The amounts shown include the maximum payouts that could have been earned as strategic objective cash incentive awards under the 2025 AIP. For 2025, strategic objectives were earned at 90% of maximum. Please see the discussion regarding the compensation programs for the NEOs beginning on page 40 of this Proxy Statement for additional information. 3. The amounts shown reflect annual PRSU awards that in general can be earned under the LTIP at the threshold, target and maximum levels based on Adjusted EPS, as modified by our Adjusted ROIC performance, for the three-year period beginning on January 1, 2025 and ending on December 31, 2027. Depending on the percentage of Adjusted ROIC achieved for the period, the range of payout based on Adjusted EPS will be as follows: (i) threshold— 40% to 60% of target, (ii) target—80% to 120% of target, and (iii) maximum—160% to 200% of target. 4. The amounts shown reflect the 2025 annual RSUs granted to our NEOs, which are subject to service-based vesting and generally vest one-third annually beginning in March 2026. 5. The amounts shown include one‑time promotional PRSU awards granted to Messrs. Birns, Rau and Tejada in connection with their promotions during 2025. These awards are eligible to be earned based on Company performance for the three‑year period beginning on January 1, 2025 and ending on December 31, 2027 using the same Adjusted EPS metric that applies to our annual PRSU awards. The amounts shown reflect the estimated aggregate grant date fair value of the stock awards based on target levels, which was determined to be the probable outcome as of the grant date, without regard to forfeitures. The estimated aggregate fair value of our stock awards is based on the fair market value (as defined in the 2025 Omnibus Plan) of our common stock as of the grant date and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 11 to the consolidated financial statements for the 2025 fiscal year, included in Item 15 of our Annual Report on Form 10‑K.

  91. Grants of Plan-Based Awards

    | World Kinect Corporation 2026 Proxy Statement | 55 |

  92. Grants of Plan-Based Awards

    Equity awards granted in 2025 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the terms of the NEOs’ employment agreements and other arrangements, including severance entitlements, is provided under the “Compensation Discussion and Analysis” subsection entitled “Severance and Change of Control Benefits” and under the section entitled “Potential Payments Upon Termination of Employment or Change of Control“. As described more fully in those sections of this Proxy Statement, Mr. Kasbar’s employment agreement expired on December 31, 2025, however, Mr. Kasbar continues to be employed by the Company as Executive Chairman. As a result of Mr. Kasbar’s continued employment with the Company, the termination payments and benefits provided for under his employment agreement that expired on December 31, 2025 will be provided to him in accordance with the terms of that agreement following his separation from service with the Company, subject to his compliance with restrictive covenants.

  93. Grants of Plan-Based Awards

    | 56 | World Kinect Corporation 2026 Proxy Statement |

  94. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards at fiscal year-end, or December 31, 2025, for our NEOs:

  95. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | Equity Incentive Plan Awards | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards | | | | | | | | Name | Equity Award Grant Date | Exercisable (#) | Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Ira M. Birns | 03/15/2023 | — | — | — | — | — | 8,622 | $202,013 | — | — | | | 03/28/2024 | — | — | — | — | — | 15,628 | $366,164 | — | — | | | 03/15/2025 | — | — | — | — | — | 22,175 | $519,560 | — | — | | | 03/28/2024 | — | — | — | — | — | 35,161 | $823,822 | 17,581 | $411,911 | | | 03/15/2025 | — | — | — | — | — | 33,262 | $779,329 | 16,631 | $389,664 | | | 06/05/2025 | — | — | — | — | — | 25,446 | $596,200 | 25,446 | 596,200 | | John P. Rau | 03/15/2023 | — | — | — | — | — | 8,622 | $202,013 | — | — | | | 03/28/2024 | — | — | — | — | — | 15,628 | $366,164 | — | — | | | 03/15/2025 | — | — | — | — | — | 22,175 | $519,560 | — | — | | | 03/28/2024 | — | — | — | — | — | 35,161 | $823,822 | 17,581 | $411,911 | | | 03/15/2025 | — | — | — | — | — | 33,262 | $779,329 | 16,631 | $389,664 | | | 06/05/2025 | — | — | — | — | — | 25,446 | $596,200 | 25,446 | 596,200 | | Mike Tejada | 05/10/2022 | — | — | — | — | — | 1,388 | $32,521 | — | — | | | 05/10/2023 | — | — | — | — | — | 4,413 | $103,397 | — | — | | | 05/10/2024 | — | — | — | — | — | 5,131 | $120,219 | — | — | | | 05/10/2025 | — | — | — | — | — | 6,299 | $147,586 | — | — | | | 05/10/2024 | — | — | — | — | — | 2,281 | $53,444 | 1,141 | $26,722 | | | 05/10/2025 | — | — | — | — | — | 2,100 | $49,203 | 1,050 | $24,602 | | | 10/24/2025 | — | — | — | — | — | 11,253 | $263,658 | 11,253 | $263,658 | | Michael Kasbar | 03/15/2023 | — | — | — | — | — | 25,032 | $586,500 | — | — | | | 03/28/2024 | — | — | — | — | — | 45,369 | $1,062,996 | — | — | | | 03/15/2025 | — | — | — | — | — | 64,378 | $1,508,377 | — | — | | | 03/28/2024 | — | — | — | — | — | 102,080 | $2,391,734 | 51,040 | $1,195,867 | | | 03/15/2025 | — | — | — | — | — | 96,567 | $2,262,565 | 48,284 | $1,131,282 |

  96. Outstanding Equity Awards at Fiscal Year-End

    1. The RSUs generally vest in either three equal annual installments beginning on the first anniversary of the grant date or on a three-year cliff basis (subject to any applicable performance conditions), except as follows: (i) Mr. Tejada's 2022 and 2023 service-based RSU awards vest in eight equal semi-annual installments over four years from the grant date, and (ii) his 2024 and 2025 service-based RSU awards vest in four equal annual installments beginning on the first anniversary of the grant date. In addition, the June 5, 2025 and October 24, 2025 one-time promotional performance awards granted to Messrs. Birns, Rau, and Tejada vest as described below in note (3). All of these RSUs are subject to earlier vesting upon a change of control or qualifying termination of employment. 2. The amounts in this column are based on the closing price of our common stock on December 31, 2025 of $23.43. This amount reflects the number of PRSUs that would be earned by the NEO based on the target level of performance (in the case of the June 5, and October 24, 2025 one-time promotional awards) or threshold level (in the case of the 2024 and 2025 PRSUs) for the three-year period beginning with the year of the grant. With the exception of the one-time promotional awards, any earned portion will vest after December 31st of the third year of the performance period, when the Compensation Committee certifies in writing the extent to which the requisite performance level has been achieved for the performance period based upon our audited financial statements, but in no event later than March of that year. The 2023-2025 PRSUs and the 2022 Transformational Awards

  97. Outstanding Equity Awards at Fiscal Year-End

    | World Kinect Corporation 2026 Proxy Statement | 57 |

  98. Outstanding Equity Awards at Fiscal Year-End

    were forfeited following the Compensation Committee’s determination that their respective threshold performance levels were not achieved. For the one-time promotional awards for Messrs. Birns, Rau, and Tejada, any earned awards will vest 100% on the date on which the Compensation Committee determines that the performance goal has been achieved following the three-year performance period. The one-time promotional awards are “at-risk” PRSUs that are earned either at 0% or 100% based on our rTSR over a three-year performance period, with TSR measured as the volume-weighted average trading price for the 30 consecutive trading days prior to each of the grant dates and the end of the applicable performance period.

  99. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the options that were exercised and stock awards that vested during the year ended December 31, 2025 for our NEOs.

  100. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting(4) ($) | | Ira M. Birns | — | — | 72,987 | 2,045,092 | | John P. Rau | — | — | 58,823 | 1,649,066 | | Mike Tejada | — | — | 7,428 | 195,537 | | Michael J. Kasbar | 145,349 | 827,036 | 203,459 | 5,701,417 |

  101. Option Exercises and Stock Vested

    1. Represents the exercise of stock-settled SARs. The number of shares of common stock reported in this column represents the gross number of shares underlying the SARs, rather than the net number of shares, being 21,507, received by Mr. Kasbar upon exercise, after accounting for the exercise price and taxes. 2. For the exercise of stock-settled SARs, the value realized is calculated by multiplying (a) the difference between the share price of our common stock at the time of exercise on March 4, 2025, being $29.08, and the SAR exercise price of $23.39 per share by (b) the number of shares of common stock underlying the SARs. The value realized does not represent cash received by each NEO, which may differ based on when the acquired shares are ultimately sold by the NEO. 3. The amounts shown in this column reflect the number of RSUs that vested for each NEO. Upon vesting, the Company withheld a sufficient number of shares to cover the NEO’s tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of our common stock: Mr. Birns—46,206; Mr. Rau—37,619; Mr. Tejada—5,102; and Mr. Kasbar—123,395. 4. The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of RSUs that vested. The value realized does not represent cash received by the NEO; rather, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.

  102. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer our executives and other senior employees based in the U.S. an opportunity to defer compensation under our non-qualified deferred compensation plan, or NQDCP. Pursuant to the NQDCP, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any “excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDCP. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. Deferred amounts are paid in a lump sum, in annual installments over a period of up to ten years, or in a partial lump sum with the balance paid in installments upon termination based on participant elections. However, these payments are accelerated upon a change of control or the death of the participant.

  103. Non-Qualified Deferred Compensation

    | 58 | World Kinect Corporation 2026 Proxy Statement |

  104. Non-Qualified Deferred Compensation

    The following table sets forth non-qualified deferred compensation during the year ended December 31, 2025 for the NEOs set forth below.

  105. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Ira M. Birns | 0 | — | — | | John P. Rau | 0 | — | — | | Mike Tejada | 68,844 | 58,371 | 482,371 | | Michael J. Kasbar(1) | 0 | 24,466 | 345,343 |

  106. Non-Qualified Deferred Compensation

    1 Mr. Kasbar’s prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar’s employment terminates), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his prior employment agreement and remains unpaid until Mr. Kasbar experiences a separation from service with the Company. The portion of these earnings in the last fiscal year that constitute “above market earnings” within the meaning of the applicable SEC rules, is reflected in the “Summary Compensation Table” on page 53 of this Proxy Statement.

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

    Potential Payments Upon Termination of Employment or Change of Control Our amended and restated employment agreement with Mr. Kasbar (“Kasbar Agreement”) and executive severance agreement with Mr. Birns (“Birns Agreement”), each provided for the payment of certain compensation and benefits in the event of the termination of the executive’s employment as of December 31, 2025, the amount of which varies depending upon the reason for such termination. In lieu of entering into separate executive severance agreement with other NEOs, our Board adopted the World Fuel Services Corporation Executive Severance Policy (“2016 ESP”) which applied to executives that the Compensation Committee designated as participating executives, including Messrs. Rau and Tejada (“ESP Executive”). The 2016 ESP provided for the payment of certain severance payments and benefits in the event of a termination of such executives’ employment as of December 31, 2025 in certain specified circumstances. As of December 31, 2025, each of the Kasbar Agreement, the Birns Agreement and the 2016 ESP provided for certain benefits (1) if the NEO’s employment is terminated due to death or disability, (2) if the NEO’s employment is terminated by the Company without “cause” (as that term is defined in the relevant agreement or arrangement) or (3) if the NEO terminates his employment with “good reason” (as that term is defined in the relevant agreement or arrangement, which by definition under the 2016 ESP must occur within two years after a Change of Control has occurred). If the employment of Mr. Kasbar or an ESP Executive was terminated without “cause” or for “good reason” within two years after a Change of Control, then the severance benefits would have been slightly higher. The actual amounts of such payments are set forth in the table below the relevant definitions. With effect from January 1, 2026, the 2026 ESP superseded the 2016 ESP and all other individual severance arrangements in effect prior to that date, including the Birns Agreement. The 2026 ESP was introduced to standardize the Company’s severance practices. In addition, the Kasbar Agreement expired in accordance with its terms on December 31, 2025. As Mr. Kasbar remains employed by the Company as Executive Chairman, the severance payment under the Kasbar Agreement will not become payable until after his service is terminated. Mr. Kasbar does not participate in the 2026 ESP.

  108. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table The estimated payments and benefits that would be provided to each of the NEOs pursuant to their respective agreements or the 2016 ESP, as the case may be, as a result of (1) termination by the Company for “cause” or by the executive without “good reason”, (2) termination by the Company without "cause", (3) termination by the executive for “good reason”, (4) termination by the Company without “cause”, or by the executive for “good reason” within two (2) years of a “change of control”, and (5) termination due to death or disability are set forth in the table below. Calculations for this table are based on the assumption that the termination and "change of control" took place on December 31, 2025. In order to receive the benefits set forth below, an executive must satisfy any post-termination obligations and certain restrictive covenants for a specified period of time after the termination event for any cash severance payment to be made. We have the right to not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.

  109. Potential Payments Upon Termination Table

    | | Severance Payment(1) ($) | Pro-Rata Bonus(2) ($) | Medical Benefits(3) ($) | Total(4) ($) | | Ira M. Birns | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause or by Executive for Good Reason | 1,400,000 | 371,747 | 55,995 | 1,827,742 | | Termination by Company Without Cause or by Executive for Good Reason within two years of a Change of Control | 1,400,000 | 371,747 | 55,995 | 1,827,742 | | Death or Disability | — | 371,747 | — | 371,747 | | John P. Rau | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause | 1,400,000 | 203,372 | 46,466 | 1,649,838 | | Termination by Company Without Cause or by Executive for Good Reason(5) within two years of a Change of Control | 1,400,000 | 390,872 | 46,466 | 1,837,338 | | Death or Disability | — | 390,872 | 46,466 | 437,338 | | Mike Tejada | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause | 1,150,000 | 315,000 | 55,995 | 1,520,995 | | Termination by Company Without Cause or by Executive for Good Reason(5) within two years of a Change of Control | 1,150,000 | 315,000 | 55,995 | 1,520,995 | | Death or Disability | — | 315,000 | 55,995 | 370,995 | | Michael J. Kasbar | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause(6) or by Executive for Good Reason | 5,500,000 | 867,409 | — | 6,367,409 | | Termination by Company Without Cause or by Executive for Good Reason within two years of a Change of Control | 8,250,000 | 867,409 | — | 9,117,409 | | Death or Disability | — | 867,409 | — | 867,409 |

  110. Potential Payments Upon Termination Table

    The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant circumstances. For Messrs. Birns and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 31, 2025), payable over a 24-month period.

  111. Potential Payments Upon Termination Table

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  112. Potential Payments Upon Termination Table

    The amounts in this column are the annual incentives payable to the NEO, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the NEO’s employment not terminated. For Messrs. Birns and Kasbar, this amount reflects the amounts earned by the executive for the year-ended December 31, 2025. For Mr. Rau this amount reflects the amounts earned by the NEO for the year-ended December 31, 2025, other than any annual incentives that may be earned based on achievement of non-financial objectives, which are payable at target only in the case of death or disability or upon a termination without cause or for good reason within the two-year period following a change of control. 3. Each NEO is entitled to receive continuation of their medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. 4. The totals in this column do not include (a) additional amounts payable to the executive under the Company’s other employment programs that are applicable to all employees and (b) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a “change of control”. Specifically, in accordance with the Company’s policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned annual incentive upon any separation from us. Please see “Non-Qualified Deferred Compensation” table beginning on page 58 for an explanation of this amount. 5. As discussed above, our 2016 ESP defines “good reason” to have occurred only if certain events have happened within two years after a “change of control” has occurred. Consequently, for Messrs. Rau and Tejada, any termination by him of his employment absent a “change of control” would be deemed a Termination without “good reason”. 6. If Mr. Kasbar’s employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without “cause”. However, due to Mr. Kasbar's continued service as Executive Chairman following the expiration of the Kasbar Agreement on December 31, 2025, no such severance payments or benefits are currently being made and will be provided following his separation from service. In addition, Mr. Kasbar’s outstanding equity awards will continue to vest during his service as Executive Chairman and will then be treated in accordance with the terms of the Kasbar Agreement.

  113. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO as of December 31, 2025, Michael J. Kasbar. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. As of December 31, 2025, our employee population consisted of approximately 4,000 individuals working at the Company and our subsidiaries, of which approximately 60% were located in the U.S. We selected December 31, 2025, the last day of our fiscal year, as the determination date for identifying the median employee. We identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions, and the portion of long-term cash awards paid in 2025) paid to all of our employees globally (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Accordingly, the median employee for 2025 was a full-time, salaried employee in the United States. Once we confirmed our 2025 median employee, we then calculated the 2025 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2025 was approximately $76,087. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 85 to 1.

  114. CEO Pay Ratio

    | 72 | World Kinect Corporation 2026 Proxy Statement |

  115. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about “compensation actually paid” (or “CAP”) for 2025 for this Proxy Statement’s NEOs, as well as for our NEOs for 2024, 2023, 2022 and 2021 (each, including 2025, a “Covered Year”), as defined by SEC rules, and certain of our financial performance results for the Covered Years. The CAP amounts disclosed in the table below may not necessarily reflect the final compensation that our NEOs actually received for their service in the Covered Years. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this Proxy Statement.

  116. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  117. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($M) | Adj. EBITDA (1) ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 6,430,180 | (96,642) | 2,693,125 | 1,160,253 | 84.22 | 290.53 | (614.4) | 336.2 | | 2024 | 6,704,733 | 11,853,643 | 2,772,665 | 4,428,945 | 96.07 | 267.34 | 67.4 | 361.5 | | 2023 | 6,802,243 | (1,164,913) | 2,821,871 | 551,939 | 77.60 | 252.87 | 52.9 | 386.4 | | 2022 | 15,272,338 | 14,196,826 | 3,722,299 | 3,112,615 | 90.87 | 256.27 | 114.1 | 380.3 | | 2021 | 5,141,566 | 4,046,678 | 1,797,915 | 1,687,476 | 86.27 | 154.64 | 73.7 | 241.3 |

  118. PAY VERSUS PERFORMANCE

    1. Adjusted EBITDA is a non-GAAP financial measure. Please see page 85 for a reconciliation of Adjusted EBITDA to its most closely comparable financial measures calculated in accordance with GAAP. This non-GAAP financial measure is not a substitute for or superior to the comparable financial measures under GAAP. Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our principal executive officer (“PEO”), for the respective years shown. Michael J. Kasbar, was our PEO for each of the covered years shown in the table. Column (c). CAP for our PEO in each of the Covered Years reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each Covered Year, please see the “Compensation Discussion and Analysis” section of this Proxy Statement and the Proxy Statements for the 2025, 2024, 2023 and 2022 annual meetings of shareholders.

  119. PAY VERSUS PERFORMANCE

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  120. PAY VERSUS PERFORMANCE

    | PEO (Mr. Kasbar) | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 6,430,180 | 6,704,733 | 6,802,243 | 15,272,338 | 5,141,566 | | Less: Grant date fair value of equity awards granted during the Covered Year, as reported in SCT | (4,500,022) | (4,500,018) | (4,500,008) | (11,560,815) | (3,100,053) | | Plus: Fair value of outstanding equity awards granted during the Covered Year—value at end of the Covered Year | 3,894,869 | 4,767,127 | 3,067,214 | 11,996,540 | 2,152,321 | | +/-: Change in fair value from prior year-end to Covered Year-end of outstanding and unvested equity awards granted to Covered Year | (4,917,643) | 4,635,052 | (5,887,591) | (1,187,768) | (1,246,494) | | Plus: Fair value at vesting of equity awards granted during Covered Year that vested during Covered Year | 0 | 0 | 0 | 0 | 0 | | +/-: Change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested during Covered Year | (1,004,026) | 246,749 | (646,771) | (323,469) | 1,099,338 | | Less: Fair value as of prior year-end of equity awards granted prior to Covered Year that were forfeited during Covered Year | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid ($) | (96,642) | 11,853,643 | (1,164,913) | 14,196,826 | 4,046,678 |

  121. PAY VERSUS PERFORMANCE

    Equity Valuations: For PRSUs, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (d). The following non-PEO NEOs are included in the average figures shown for each of 2022 and 2021: Ira M. Birns, John P. Rau, Jeffrey P. Smith and Michael J. Crosby. For 2023 & 2024, only Ira M. Birns and John P. Rau are included. For 2025, Ira M. Birns, John P. Rau and Mike Tejada are included.

  122. PAY VERSUS PERFORMANCE

    | 74 | World Kinect Corporation 2026 Proxy Statement |

  123. PAY VERSUS PERFORMANCE

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

  124. PAY VERSUS PERFORMANCE

    | | See Column (d) note above | | | | | | Non-PEO NEOs | 2025 ($) | 2024 ($) | 2023 ($) | 2022 ($) | 2021 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 2,693,125 | 2,772,665 | 2,821,871 | 3,722,299 | 1,797,915 | | Less: Grant date fair value of equity awards granted during the Covered Year, as reported in SCT | (1,675,030) | (1,550,023) | (1,550,020) | (2,466,782) | (685,051) | | Plus: Fair value of outstanding equity awards granted during the Covered Year—value at end of the Covered Year | 1,457,941 | 1,642,028 | 1,056,497 | 2,239,264 | 459,667 | | +/-: Change in fair value from prior year-end to Covered Year-end of outstanding and unvested equity awards granted to Covered Year | (1,112,842) | 1,512,525 | (1,693,374) | (250,606) | (120,417) | | Plus: Fair value at vesting of equity awards granted during Covered Year that vested during Covered Year | 0 | 0 | 0 | 0 | 0 | | +/-: Change in fair value (from prior year-end to vesting date) of equity awards granted prior to Covered Year that vested during Covered Year | (202,941) | 51,750 | (83,034) | (11,460) | 235,362 | | Less: Fair value as of prior year-end of equity awards granted prior to Covered Year that were forfeited during Covered Year | 0 | 0 | 0 | (120,100) | 0 | | Compensation Actually Paid ($) | 1,160,253 | 4,428,945 | 551,939 | 3,112,615 | 1,687,476 |

  125. PAY VERSUS PERFORMANCE

    Equity Valuations: For PRSU awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of World Kinect for the measurement periods ending on December 31 of each Covered Year, respectively. TSR for the Company and the peer group in column (g) was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2020 and in accordance with Items 201(e) and 402(v) of Regulation S-K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Energy Index for the measurement periods ending on December 31 of each Covered Year, respectively. Column (h). Reflects “Net income attributable to World Kinect” in our Consolidated Statements of Income and Comprehensive Income included in our Annual Reports on Form 10-K for each of the years ended December 31, 2025, 2024, 2023, 2022 and 2021. Column (i). Company-selected measure is Adjusted EBITDA, which is described below.

  126. PAY VERSUS PERFORMANCE

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  127. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

  128. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

    | 76 | World Kinect Corporation 2026 Proxy Statement |

  129. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA(1)

    COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA(1) 1. Adjusted EBITDA is a non-GAAP financial measure. Please see page 85 for a reconciliation of Adjusted EBITDA to its most closely comparable financial measures calculated in accordance with GAAP. This non-GAAP financial measure is not a substitute for or superior to the comparable financial measures under GAAP. Listed below are the financial measures which in our assessment represent the most important financial performance measures we used in 2025 to link CAP to our NEOs to the Company’s performance.

  130. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA(1)

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

  131. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA(1)

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  132. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA(1)

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