DEF 14A of WEX Inc., Apr 23, 2024

DEF 14A of WEX Inc.

Filed Apr 23, 2024 · FY20230001309108-24-000108

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors As a result of the adoption of our Amended and Restated Certificate of Incorporation, which was approved by our Board of Directors (the “Board”) and by our stockholders during the Company's 2021 Annual Meeting of Stockholders, following this 2024 Annual Meeting of Stockholders (the “Annual Meeting”), the Company will have completed the process of declassifying the Board, which was previously divided into three classes. All directors who were elected to serve for a term expiring at the Annual Meeting, which as of this Annual Meeting, includes the entire Board, are subject to re-election at this Annual Meeting. Accordingly, each director nominated for election at the Annual Meeting, if elected, will serve for a one-year term, expiring at the 2025 Annual Meeting of Stockholders, and until their respective successors are elected and qualified. On December 7, 2023, the Board increased the number of seats on of the Board from 11 to 12 and, as part of its ongoing Board refreshment efforts, elected Aimee Cardwell to fill the newly-created vacancy, for a term expiring at the Annual Meeting and until her successor is elected and qualified. To further support our Board's refreshment, and as further discussed below, Regina Sommer has not been re-nominated for election to the Board and, therefore, will not stand for re-election. The Company wishes to thank Ms. Sommer for her dedication to the Company and service on the Board. As a result, the Board has determined that, effective immediately after the Annual Meeting, the number of seats on the Board will be reduced from 12 to 11.

  2. Our Board of Directors

    | 2024 Proxy Statement | 3 |

  3. Our Board of Directors

    The following table provides summary information about each director nominee, including anticipated committee assignments following the Annual Meeting, assuming each nominees' successful election:

  4. Our Board of Directors

    | | Name and Primary Occupation | | | Age | Director Since | Projected Committee Membership(1) | | | | | | | | | | | | AC | LDCC | CGC | FC | TC | | | | Nancy Altobello | | 66 | 2021 | | M | C | | | | | | Former Partner, Ernst & Young | | | | | | | | | | | | Daniel Callahan | | 67 | 2019 | | M | | | C | | | | Former Global Head of Operations and Technology, Citigroup | | | | | | | | | | | | Aimee Cardwell | | 56 | 2023 | M | | | | M | | | | Former Executive Vice President, and Chief Information Security Officer, UnitedHealth Group | | | | | | | | | | | | Shikhar Ghosh | | 66 | 2005 | | | M | | M | | | | Professor of Management Practice, Harvard Business School | | | | | | | | | | | | James Groch | | 62 | 2020 | M | | | PC | | | | | Former Chief Financial Officer, Global Group President and Chief Investment Officer, CBRE Group, Inc. | | | | | | | | | | | | James Neary | | 59 | 2016 | | M | | M | | | | | Managing Director, Co-head of US Private Equity, and a member of the Executive Management Group of Warburg Pincus | | | | | | | | | | | | Derrick Roman | | 60 | 2021 | C | | | M | | | | | Former Partner, PricewaterhouseCoopers | | | | | | | | | | | | Melissa Smith | | 55 | 2014 | | | | | | | | | Chair, Chief Executive Officer and President, WEX Inc. | | | | | | | | | | | | Stephen Smith | | 53 | 2019 | | C | | M | | | | | President and Chief Executive Officer, L.L.Bean | | | | | | | | | | | | Susan Sobbott | | 59 | 2018 | M | | M | | | | | | Former President of Global Commercial Services, American Express Company | | | | | | | | | | | | Jack VanWoerkom | | 70 | 2005 | | M | M | | | | | | Vice Chairman and Lead Director, Former Executive Vice President, General Counsel, and Corporate Secretary, The Home Depot, Inc. | | | | | | | | |

  5. Our Board of Directors

    | AC – Audit Committee | FC – Finance Committee | PC – Prospective Chair | - Independent | | LDCC – Leadership Development and Compensation Committee | TC – Technology and Cybersecurity Committee | M – Member | | | CGC – Corporate Governance Committee | C – Chair | | |

  6. Our Board of Directors

    (1)For a discussion regarding our board's current committee assignments, please go to "Standing Committees of the Board" found on page 27. The information on this page depicts the anticipated composition of the Board's committees following the Annual Meeting.

  7. Our Board of Directors

    | 4 | WEX Inc. |

  8. Selection of Directors

    Selection of Directors The Corporate Governance Committee of the Board is responsible for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending to the Board the persons to be nominated for election as directors at an annual meeting of stockholders in accordance with the Corporate Governance Guidelines, the policies and principles in the Corporate Governance Committee Charter and the applicable criteria adopted by the Board. The Board regularly evaluates both itself and its committees for the proper mix and breadth of skills, experience, and backgrounds to maintain a high-functioning and adept Board. As a result, since 2018, five directors have departed the Board and seven directors, with a strong mix of skills, qualifications, backgrounds, and experiences, have joined the Board, demonstrating the Board’s focus on refreshment and evolution of our business and the general business environment. In light of the Company’s current business and strategic priorities, the Corporate Governance Committee currently seeks individuals with the following types of experience:

  9. Selection of Directors

    | | FINANCE, ACCOUNTING, OR REPORTING EXPERIENCE — Individuals with an understanding of finance and financial reporting processes are valued on our Board because of the importance we place on accurate and transparent financial reporting and robust financial controls and compliance. We also seek to have a number of directors who qualify as audit committee financial experts. | | | LEGAL OR REGULATORY EXPERIENCE — Individuals who have had legal or regulatory experience provide insights into addressing significant legal and public policy issues, particularly in areas related to our Company’s business and operations. Because our Company’s business requires compliance with a variety of regulatory requirements across a number of countries, our Board values directors with relevant legal or regulatory experience. | | | BUSINESS DEVELOPMENT AND M&A EXPERIENCE — Individuals with a background in business development and in M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in analyzing the “fit” of a proposed acquisition with a company’s strategy, the valuation of transactions, and assessing management’s plans for integration with existing operations. | | | RISK MANAGEMENT — Individuals with experience overseeing the management of operational and financial risks, including those presented by new, strategic opportunities, provide valuable stewardship. | | | GLOBAL OR INTERNATIONAL BUSINESS EXPERIENCE — Because our Company is a global organization, individuals with broad international exposure provide useful business and cultural perspectives. We seek directors who have had relevant experience with multinational companies or in international markets. | | | TECHNOLOGY EXPERIENCE — As a technology company and leading innovator, we seek individuals with backgrounds in technology because our success depends on developing, investing in and protecting new technologies and ideas. We also target directors who can help guide the Company in advancing our strategy into new payment industries. | | | INDUSTRY EXPERIENCE — We seek individuals with experience in the financial technology payments industry generally and fleet, travel, and healthcare payments specifically. | | | SUSTAINABILITY (AND HCM) EXPERIENCE — We seek individuals with experience broadly across sustainability matters, which includes Human Capital Management ("HCM") considerations given their importance to the Company. | | | CYBERSECURITY EXPERIENCE — We seek individuals with cybersecurity experience from both a technical and governance perspective to ensure that our Board and Company provide appropriate oversight over the Company's cybersecurity program. |

  10. Selection of Directors

    | 12 | WEX Inc. |

  11. Director Nominees and Background Information

    Director Nominees and Background Information

  12. Director Nominees and Background Information

    | | | | | Nancy Altobello Former Partner, Ernst & Young Age: 66 Director Since: 2021 Independent: Yes Projected Board Committees: •Corporate Governance Committee (Chair) •Leadership Development and Compensation Committee Additional Public Company Boards: •MarketAxess Holdings Inc. •Amphenol Corporation |

  13. Director Nominees and Background Information

    | Ms. Altobello was most recently the Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to that, she held a number of senior positions at EY, including the Americas Vice Chair, Talent, the Managing Partner, Northeast Region Audit and Advisory Practices, and the Managing Partner, North American Audit Practice. During this time, Ms. Altobello also served as an audit partner for a number of leading global organizations. Ms. Altobello is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Altobello currently serves as a board member and lead director of MarketAxess Holdings Inc., an international financial technology company, and sits on their Compensation and Talent and Nominating and Governance committees. Ms. Altobello also serves as a board member of Amphenol Corporation, a major producer of electronic and fiber optic connectors, cable, and interconnect systems such as coaxial cables, and is the chair of their Audit Committee and sits on their Compensation Committees. She previously served on the boards of CA Technologies before it was acquired by Broadcom in 2018, MTS Systems before it was acquired by Amphenol in April 2021, and Cornerstone on Demand before it was acquired by Clearlake Capital Group in 2021. Key Experience Global or international Business Served as Ernst & Young's Global Vice Chair, Talent from 2014-2018 in addition to numerous other senior positions at EY. Business Development & M&A Has severed on multiple public company Boards overseeing large M&A transactions. Finance Accounting or Reporting More than 20 years of experience and serving as an audit partner for a number of leading global organizations and as a Certified Public Accountant. Risk Management Possesses deep risk management expertise through her multiple decades as an audit partner at EY and experience serving on public company audit committees. Sustainability (and HCM) In addition to serving on multiple boards across multiple sectors of business, served as the Global Vice Chair, Talent for Ernst & Young from 2014-2018. Legal or Regulatory Experience Has deep expertise of regulatory requirements given her experience as an Audit Managing Partner, Vice Chair of Talent, and board membership at EY. |

  14. Director Nominees and Background Information

    | 2024 Proxy Statement | 13 |

  15. Director Nominees and Background Information

    | | | | | Daniel Callahan Former Global Head of Operations and Technology, Citigroup Age: 67 Director Since: 2019 Independent: Yes Projected Board Committees: •Technology and Cybersecurity Committee (Chair) •Leadership Development and Compensation Committee Additional Public Company Boards: •Scotiabank |

  16. Director Nominees and Background Information

    | Mr. Callahan was an officer of Citigroup, an American multinational investment bank and financial services corporation, prior to his retirement in December 2018. At Citigroup, Mr. Callahan served from October 2007 to December 2018 as the Global Head of Operations and Technology. Prior to joining Citigroup, Mr. Callahan held various leadership positions with Credit Suisse, Morgan Stanley, and IBM. In addition, Mr. Callahan has served as the Non-Executive Chair of Time, a news publication, since January 2021, and served as the Executive Chairman of Time from March 2019 to December 2020, and Executive Partner at Bridge Growth Partners, a technology investment firm, since July 2019. Mr. Callahan also currently serves as a director of Scotiabank, a leading bank in the Americas listed on the New York Stock Exchange, and sits on their Corporate Governance and Risk Committees, and the Columbia University's Teachers College charity board as well as on the boards of several private companies. Key Experience Industry Experience Brings broad industry expertise through his more than 40 years of experience in multiple multinational corporations serving the financial services sector. Global or International Business Provides global executive leadership experience through his time spent serving as the Global Head of Operations and Technology for Citigroup and his various leadership positions at Credit Suisse, Morgan Stanley, and IBM. Technology In addition to his extensive experience as Citigroup's Global Head of Operations and Technology, Mr. Callahan brings further technology experience through his work with Bridge Growth Partners and his service on various boards, including prior service on Tata Consultancy, an Indian multinational information services and consultancy company. Business Development & M&A As Global Head of Operations and Technology for Citigroup, was deeply involved with all Citigroup's M&A and business development activities. Risk Management Provides risk management experience as a result of his former career at Citigroup and his service on Scotiabank's Risk Committee and prior service on Tata Consultancy Services' Risk Management Committee. Sustainability (and HCM) Experience with sustainability, including a focus on the environment, while serving as the Non-Executive Chair of Time and additional investment experience in sustainability-focused companies. Cybersecurity While serving as Citigroup's Global Head of Operations and Technology, he was responsible for the Company's cybersecurity initiatives. |

  17. Director Nominees and Background Information

    | 14 | WEX Inc. |

  18. Director Nominees and Background Information

    | | | | | Aimee Cardwell Former Executive Vice President and Chief Information Security Officer at UnitedHealth Group Incorporated Age: 56 Director Since: 2023 Independent: Yes Projected Board Committees: •Audit Committee •Technology and Cybersecurity Committee |

  19. Director Nominees and Background Information

    | Ms. Cardwell joined the Board in December 2023. Since May 2023, Ms. Cardwell has been consulting as a virtual CISO and CIO for a variety of companies in the healthcare and financial services space. From June 2021 to May 2023, Ms. Cardwell served as the Executive Vice President and Chief Information Security Officer at UnitedHealth Group Incorporated, a multinational managed healthcare and insurance company, where she oversaw the global cybersecurity team. From January 2020 to June 2021, Ms. Cardwell was the Chief Information Officer of Optum Financial, Inc., a wholly-owned subsidiary of UnitedHealth Group Incorporated, helping to transform the organization through multiple acquisitions. From May 2015 to December 2019, she held multiple leadership positions at American Express Company, a multinational financial services company, including Chief Information Officer, Digital Payments, and as a Vice President of Engineering, where she led engineering teams in the areas of consumer product delivery, blockchain, digital wallets, online payments, tokenization, wearables, and conversation bots. Prior to joining American Express, Ms. Cardwell held management positions at various companies, including eBay Inc. and Expedia Group Inc. Ms. Cardwell also served on the Technology Advisory Board of Rent the Runway, Inc. from May 2016 to December 2019. Key Experience Industry Experience Brings broad industry expertise through her experience serving in leadership positions at UnitedHealth Group Incorporated, Optum Financial, Inc., American Express Company, and Expedia Group Inc. Global or International Business Provides deep global business experience through her leadership roles at UnitedHealth Group Incorporated, Optum Financial, American Express Company, eBay Inc., and Expedia Group Inc. Business Development & M&A Served on a team at UnitedHealth Group Incorporated that supported integration activities to support value creation and the realization of synergies. Also, has extensive experience providing M&A due diligence. Technology In addition to her extensive experience serving as UnitedHealth Group Incorporated's Chief Information Security Officer, has also held Chief Information Officer positions at both Optum Financial, Inc. and American Express Company. Risk Management Provides risk management experience through her service on the Executive Risk Counsel at UnitedHealth Group Incorporated, where Ms. Cardwell supported the gathering, quantifying, and reporting of risks across the enterprise. Cybersecurity Brings deep cybersecurity expertise throughout her experience leading technology organizations, including serving as UnitedHealth Group Incorporated's Chief Information Security Officer. |

  20. Director Nominees and Background Information

    | 2024 Proxy Statement | 15 |

  21. Director Nominees and Background Information

    | | | | | Shikhar Ghosh Professor of Management Practice, Harvard Business School Age: 66 Director Since: 2005 Independent: Yes Projected Board Committees: •Corporate Governance Committee •Technology and Cybersecurity Committee |

  22. Director Nominees and Background Information

    | Mr. Ghosh is a Professor of Management Practice at the Harvard Business School, where he currently teaches a course on advanced technologies, including Artificial Intelligence, Blockchain, and Data. He has been on the faculty since August 2008 and is Co Chairman of the Rock Center for Entrepreneurship at Harvard University. Mr. Ghosh also currently serves on the boards of Evidence Action, Rescale Inc., and Flipside Crypto, Inc. Evidence Action is a non-profit organization that provides health services to over 200 million children across multiple countries. Rescale is a provider of high performance cloud computing. Flipside Crypto is a blockchain analytics company. From 2010 to 2020, Mr. Ghosh was on the Board of Decision Resource Group, a data and analytics company serving the healthcare industry. From June 2006 until December 2007, Mr. Ghosh was the Chief Executive Officer of Risk Syndication for the Kessler Group, where he enabled bank clients and their endorsing partners to market credit cards. From June 1999 to June 2004, Mr. Ghosh was Chairman and Chief Executive Officer of Verilytics Technologies, LLC, an analytical software company focused on the financial services industry. In 1993, Mr. Ghosh founded Open Market, Inc., an Internet commerce and information publishing software firm. From 1988 to 1993, Mr. Ghosh was the Chief Executive Officer of Appex Corp., a technology company that was sold to Electronic Data Systems Corporation in 1990. From 1980 until 1988, Mr. Ghosh served in various positions with The Boston Consulting Group, and was elected as a worldwide partner and a director of the firm in 1988. Key Experience Business Development and M&A Serves as a professor of Management Practice at the Harvard Business School, in addition to the co-chairman of the Rock Center for Entrepreneurship at Harvard University. Global or International Business Extensive experience in multiple international businesses, including Evidence Action, a nonprofit organization serving over 200 million children across multiple countries. Industry Experience Brings experience in the digital payment industry since 1996 and in the Health Care information business for a decade. Technology In addition to over 30 years experience in operating and Board roles in technology companies, Mr. Ghosh currently teaches and serves as an advisor to companies on the use of Artificial Intelligence, specifically in relation to their strategy and operations. He teaches several courses to MBA students, Executives, and Boards of Directors on the use of advanced technology for strategy, operations, and cybersecurity at Harvard Business School, where he has been on the faculty since 2008. Cybersecurity Teaches classes at Harvard Business School regarding cybersecurity and has authored case studies related to cybersecurity threats. Furthermore, is on the board of directors for Rescale, a company that provides cloud infrastructure for high performance computing, including security intensive applications. |

  23. Director Nominees and Background Information

    | 16 | WEX Inc. |

  24. Director Nominees and Background Information

    | | | | | James Groch Former Chief Financial Officer, Global Group President, and Chief Investment Officer, CBRE Group, Inc. Age: 62 Director Since: 2020 Independent: Yes Projected Board Committees: •Finance Committee (Chair) •Audit Committee |

  25. Director Nominees and Background Information

    | Mr. Groch served as a C-Suite Executive at CBRE Group, Inc., a Fortune 150 multinational commercial real estate services and investment management firm with over 100,000 employees and $100 billion of assets under investment management, from 2009 to June 2020. In his roles as the Company’s Global Group President and Chief Investment Officer (from May 2019 to June 2020), Chief Financial Officer and Chief Investment Officer (from March 2014 to May 2019), and EVP Strategy and Corporate Finance & Chief Investment Officer (from January 2009 to March 2014), he was responsible for overseeing or directly executing the Company’s extensive balance sheet, M&A (over 90 acquisitions) and strategy activities, as well as investments via its Trammell Crow Company subsidiary. In addition to his Finance and Corporate Development activities, Mr. Groch has been active in technology, leading the development of two significant software platforms still core to CBRE today, and acquiring SaaS companies. Since leaving CBRE in 2020, Mr. Groch has advised CEOs of public and private companies (via requests or CEO introductions from their board members), co-founded Ethos Development, LLC, and has been an active investor. Prior to CBRE, from 1991 to 2009, Mr. Groch held numerous senior executive roles at Trammell Crow Company, a NYSE company from 1997 until sold to CBRE in 2006. These roles included President of Funds and Investment Management, Head of Corporate Development, President of Development and Investments - Eastern U.S., and Managing Director of Trammell Crow Northeast. In 1988, Mr. Groch became a partner at Trammell Crow Company, three years after he joined the Company. Key Experience Risk Management Deep financial risk management experience through his time spent serving as CBRE Group, Inc.'s Chief Financial Officer, Chief Investment Officer, and other leadership roles. Finance, Accounting, or Reporting Expertise in finance, accounting, and reporting through his roles as Chief Financial Officer and Chief Investment Officer at CBRE Group, Inc. Business Development & M&A Responsible for overseeing or directly executing CBRE Group, Inc.'s extensive balance sheet, M&A (over 90 acquisitions) and strategy activities, as well as investments via its Trammell Crow Company subsidiary. Technology Led the development of two significant software platforms, still core to CBRE Group, Inc. today, and the acquisition of two SaaS companies. Global or International Business Served in various leadership positions at CBRE Group, Inc., which is a Fortune 150 multinational firm. |

  26. Director Nominees and Background Information

    | 2024 Proxy Statement | 17 |

  27. Director Nominees and Background Information

    | | | | | James Neary Managing Director, Co-head of US Private Equity, and a member of the Executive Management Group of Warburg Pincus Age: 59 Director Since: 2016 Independent: Yes Projected Board Committees: •Finance Committee •Leadership Development and Compensation Committee Additional Public Company Boards •Sotera Health |

  28. Director Nominees and Background Information

    | Mr. Neary is a managing director of Warburg Pincus, a private equity firm, which he joined in 2000. Mr. Neary is currently a Managing Director, Co-head of U.S. Private Equity (since December 2020) and a member of the Executive Management Group. From 2013 to December 2020, Mr. Neary was head of the Industrials & Business Services team. From 2010 to June 2013, Mr. Neary led the firm’s late-stage efforts in the technology and business services sectors in the U.S. Prior to that, from 2004 to 2010, he was co-head of the technology, media, and telecommunications investment efforts in the U.S. From 2000 to 2004, Mr. Neary led the firm’s Capital Markets activities. Prior to joining Warburg Pincus, he was a managing director at Chase Securities and prior to that, he was at Credit Suisse First Boston. Mr. Neary is a director of Sotera Health, a provider of sterilization solutions and lab testing and advisory services, and is the chair of their Leadership Development and Compensation Committee. Mr. Neary is also a director of several private companies and a trustee of the Mount Sinai Health System. Mr. Neary has previously served on the boards of Endurance International Group, a web-presence solutions company; Fidelity National Information Services Inc., a bank technology processing company; Coyote Logistics, a truck brokerage business now owned by UPS; and Interactive Data Corporation, a firm providing financial market data and analytics and now owned by Intercontinental Exchange. Key Experience Business Development & M&A Brings more than 20 years of business development and M&A experience through his work at Warburg Pincus, a private equity firm. Technology Led Warburg Pincus' late stage efforts in the technology sector in the US. Industry Experience Developed broad industry expertise while working at Warburg Pincus. This includes serving as a Board member currently at Sotera Health and previously at Endurance International Group, Fidelity National Information Services Inc., and Coyote Logistics. Finance, Accounting, or Reporting Through his career at Warburg Pincus and broad board experience, he brings a strong finance and reporting acumen to our Board. Sustainability (and HCM) Has broad sustainability experience through his review of Warburg Pincus' sustainability investing and service on Warburg Pincus' DE&I council and several philanthropic boards. Global or International Business Brings deep global experience through his leadership position at Warburg Pincus. |

  29. Director Nominees and Background Information

    | 18 | WEX Inc. |

  30. Director Nominees and Background Information

    | | | | | Derrick Roman Former Partner, PricewaterhouseCoopers LLP Age: 60 Director Since: 2021 Independent: Yes Projected Board Committees: •Audit Committee (Chair) •Finance Committee Additional Public Company Boards •CommScope Holding Company, Inc. |

  31. Director Nominees and Background Information

    | Mr. Roman served as an audit, consulting, and senior client relationship partner for the international accounting and consulting firm PricewaterhouseCoopers LLP (“PwC”) from 1997 until his retirement in September 2020. As an external audit partner/practitioner, Mr. Roman led independent financial statement audits of publicly traded and privately held enterprises. He has extensive experience in financial accounting, SEC reporting, internal controls, mergers and acquisitions, debt and equity offerings, initial public and secondary offerings, asset-backed financings, and the implementation of accounting and auditing standards. As an advisory partner, Mr. Roman focused on evaluating and improving internal controls, enterprise risk management, internal auditing, and compliance programs for a diverse group of publicly traded companies. Mr. Roman led his PwC teams and clients through digital transformation, automation, and shared delivery center initiatives. He also held several significant governance, line of business, diversity and inclusion, and corporate responsibility leadership roles at PwC, including serving on its CEO Nominating Committee and its Foundation board. Mr. Roman is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, the Institute of Internal Auditors, and the National Association of Black Accountants, Inc., where he is a member of its Corporate Advisory Board. Mr. Roman currently serves on the board of directors of CommScope Holding Company, Inc., a global provider of infrastructure solutions for communication and entertainment networks, and sits on their Audit Committee, and serves as a Public Governor at FINRA, a private American corporation that acts as a self-regulatory organization (SRO) that regulates member brokerage firms and exchange markets. Key Experience Business Development and M&A More than 20 years of experience as an audit, consulting, and senior client relationship partner for PwC. Finance, Accounting, or Reporting Certified Public Accountant and a current member of the American Institute of CPAs, the Institute of Internal Auditors, the Central Audit Committee Network, and the National Association of Black Accountants, in addition to more than 20 years of experience at PwC. Risk Management More than 20 years of experience with a focus on evaluating and improving internal controls, enterprise risk management, internal auditing, and compliance programs for a diverse group of publicly traded companies at PwC. Technology Led PwC teams and clients through digital transformation, automation, and shared delivery center initiatives. Sustainability (and HCM) Numerous significant governance, line of business, diversity and inclusion, and corporate responsibility leadership roles at PwC, including serving on its CEO Nominating Committee and its Foundation board. Furthermore, earned the Diligent Climate Leadership Certificate and was included on Savoy Magazine's 2021 Most Influential Black Corporate Directors List. Cybersecurity Led and participated in numerous cybersecurity projects and initiatives during his time at PwC. Participates in continuing education related to the Board's role in cybersecurity oversight, including the NACD CERT Certificate in Cyber-Risk Management. |

  32. Director Nominees and Background Information

    | 2024 Proxy Statement | 19 |

  33. Director Nominees and Background Information

    | | | | | Melissa Smith Chair, Chief Executive Officer, and President, WEX Inc. Age: 55 Director Since: 2014 Independent: No Additional Public Company Boards: •Equifax Inc. |

  34. Director Nominees and Background Information

    | Ms. Smith has served as the Chair of the Board since September 2019. Ms. Smith assumed the role of Chief Executive Officer of WEX and joined the Board in January 2014. She has served as the Company’s President since May 2013. Previously, Ms. Smith served at the Company as President, The Americas, from April 2011 to April 2013 and as the Company’s Chief Financial Officer and Executive Vice President, Finance and Operations from November 2007 to April 2011. From September 2001 through November 2007, Ms. Smith served as the Company's Senior Vice President, Finance and Chief Financial Officer. From May 1997 to August 2001, Ms. Smith held various positions of increasing responsibility with the Company. Ms. Smith began her career at Ernst & Young. Ms. Smith has also served on the board of directors of Equifax Inc., a global data, analytics, and technology company, since November 2020 and currently sits on their Compensation and Governance Committees. Ms. Smith has been designated an Executive Officer of the Company in accordance with Rule 3b-7 of the Securities Exchange Act of 1934. Key Experience Business Development & M&A Has several decades of leadership experience at WEX, helping guide the business's strategy and acquisitions. Finance, Accounting, or Reporting Served as WEX’s Chief Financial Officer for approximately 10 years. Industry Experience In addition to more than 20 years of experience in various positions, Ms. Smith also serves on the board of directors of Equifax Inc. Technology Has several decades of experience as part of the leadership team of WEX, which is a global fintech business, and also currently serves on the board of directors of Equifax Inc., a global data, analytics, and technology company. Global or International Business CEO of WEX and board member of Equifax Inc. Legal or Regulatory Experience Has deep expertise of relevant regulatory requirements pertaining to WEX given her decades of leadership experience at the company. |

  35. Director Nominees and Background Information

    | 20 | WEX Inc. |

  36. Director Nominees and Background Information

    | | | | | Stephen Smith President, Chief Executive Officer, and Board Member, L.L.Bean Age: 53 Director Since: 2019 Independent: Yes Projected Board Committees: •Leadership Development and Compensation Committee (Chair) •Finance Committee |

  37. Director Nominees and Background Information

    | Mr. Smith is the President and Chief Executive Officer of L.L.Bean, a privately held omni-channel consumer lifestyle brand and retail company, a role he has held since January 2016. Mr. Smith serves on the board of directors of L.L.Bean and is on the board of directors for RILA (Retail Industry Leaders Association), an industry organization that represents all major national retailers in Washington, DC. Mr. Smith served on the board of directors of Appalachian Mountain Club, a not-for-profit environmental conservation and recreation organization, from 2016 to 2022. Mr. Smith also serves on the Board of Trustees for Dickinson College, a private liberal arts college, in Carlisle, PA. From July 2011 to November 2015, Mr. Smith held various international positions at subsidiaries of Walmart, a multinational retail corporation, including senior executive roles in marketing, merchandising, and e-commerce, in China and the UK. Prior to joining Walmart, from 2003 to 2011 Mr. Smith held various leadership positions in the United States and Belgium at subsidiaries of Delhaize Group (now Ahold Delhaize), a Belgium-based international food retailer. Key Experience Business Development & M&A Serves as the CEO and President of L.L.Bean, an international brand and retailer, where he is responsible for business operations and development through the latest challenges faced by all contemporary business leaders. Global or International Business In addition to his experience at L.L.Bean, Mr. Smith has held various senior leadership positions at subsidiaries of Walmart, a multinational retail corporation, and subsidiaries of Delhaize Group (now Ahold Delhaize), a Belgium-based international food retailer. He has lived and worked in Belgium, China, and the UK, providing him with eight years of managing and leading foreign offices operating in multiple languages and local cultures. Sustainability (and HCM) Serves as CEO of L.L.Bean, which is an original and authentic stakeholder philosophy company, where the community, environment, and employees are three of the six stakeholders that the company serves. As such, his daily work is infused with sustainability, diversity, equity, and inclusion. Furthermore, Mr. Smith is co-leading an expansive racial equity and inclusion initiative for the business community of Greater Portland, Maine; and for that work, he received the Champion Award from the Chamber of Commerce in 2022. For governance topics, he has been a participant and a case study subject in several board governance programs at Northwestern's Kellogg School of Management. Also, he has served on the board of directors of Appalachian Mountain Club, a not-for-profit environmental conservation and recreation corporation. At ASDA (Walmart UK), he was the executive sponsor of their diversity efforts from 2012 to 2015. |

  38. Director Nominees and Background Information

    | 2024 Proxy Statement | 21 |

  39. Director Nominees and Background Information

    | | | | | Susan Sobbott Former President of Global Commercial Services, American Express Company Age: 59 Director Since: 2018 Independent: Yes Projected Board Committees: •Audit Committee •Corporate Governance Committee |

  40. Director Nominees and Background Information

    | Ms. Sobbott was an officer at the American Express Company, a globally integrated payments company, prior to her departure in February 2018. At the American Express Company, Ms. Sobbott served from December 2015 to February 2018 as the President of Global Commercial Services, the multibillion-dollar B2B issuing business of the company serving all business customers globally. Prior to that, she was President of Global Corporate Payments for 2014 and 2015, focused on serving global clients' corporate payment needs, where she led a major effort to uplevel the B2B product and service delivery infrastructure. From 2004 to 2014, she was President and General Manager of American Express OPEN, a multibillion-dollar business unit within American Express Company serving small businesses. Previously, Ms. Sobbott led product development, loyalty rewards, and partnerships for the Consumer Card business. Ms. Sobbott was a member of the Business Operating Committee which worked to develop strategic direction for the firm, and was a founding member of the Enterprise Risk Management Committee. Ms. Sobbott serves on the board of Bambee, a private HR software and services provider to small and medium size businesses, ideas42, a nonprofit behavioral economic consultancy for social issues, and is a member of the Board of Trustees of the Darden School of Business at the University of Virginia. Ms. Sobbott served on the board of directors of The Children’s Place, the largest publicly-traded specialty retailer of children’s apparel in North America, from June 2014 through May 2019. She also served on the board of Red Ventures, a privately held digital marketing provider for many of the world’s biggest consumer brands, from 2012 to 2020 and served on the board of Lola.com, a private company provider of SME travel and expense management software, from 2020 to 2022. Ms. Sobbott is also an advisor to the Women's Venture Capital Fund focused on diverse founders, and to both Avid Ventures and Vesey Ventures, female-founded fintech venture funds. Key Experience Industry Ms. Sobbott has several decades of experience in the payments industry, both in senior leadership roles and board roles. Business Development & M&A In addition to more than 20 years of experience supporting multibillion-dollar divisions, Ms. Sobbott was also a member of the Business Operating Committee, a group of senior leaders at American Express working with the CEO to develop corporate strategy including evaluating acquisitions, and sat on the board of Red Ventures through many significant strategic and scale acquisitions and integrations. Global or International Business Ms. Sobbott managed a global business operating in 200 countries, serving global companies as well as domestic leaders across continents. Ms. Sobbott also served on the board of directors for The Children’s Place, the largest publicly traded specialty retailer of children’s apparel in North America, with operations in Canada and several international licensing agreements and a global supply chain, while simultaneously serving on the board of Red Ventures, a privately held digital marketing provider for many of the world’s biggest consumer brands. Risk Management In addition to her extensive experience on numerous boards for privately held companies, Ms. Sobbott served as a member of the Enterprise Risk Management Committee for American Express, and had a specific responsibility for fraud, credit losses, and compliance across the businesses she led. Sustainability (and HCM) She has been a career-long advocate and sponsor of DEI initiatives, with a specific focus on female executives and entrepreneurs. Ms. Sobbott was the global chair of the Women's Issues network at American Express, Parents at Amex, and was involved in several non profit organizations working to accelerate the development of women leaders in business. She currently advises several female venture capital firms in the fintech space as well as those focused on diverse leadership teams. She has taught coursework focused on stakeholder engagement and has taken board education courses on sustainability and the Board's role providing oversight. |

  41. Director Nominees and Background Information

    | 22 | WEX Inc. |

  42. Director Nominees and Background Information

    | | | | | Jack VanWoerkom Vice Chairman and Lead Director, WEX Inc. Former Executive Vice President, General Counsel, and Corporate Secretary, The Home Depot, Inc. Age: 70 Director Since: 2005 Independent: Yes Projected Board Committees: •Corporate Governance Committee •Leadership Development and Compensation Committee |

  43. Director Nominees and Background Information

    | Mr. VanWoerkom has served as Vice Chairman and Lead Director of the Board since September 2019. Mr. VanWoerkom served as the General Counsel and Chief Compliance Officer of Porchlight Equity (formerly Highland Consumer Fund), a private equity firm specializing in lower middle market companies, from January 2017 until his retirement in December 2018. Before serving as General Counsel and Chief Compliance Officer, Mr. VanWoerkom served as an Operating Partner at Porchlight Equity from June 2015 until January 2017. From June 2011 until June 2015, Mr. VanWoerkom was retired. From June 2007 until June 2011, Mr. VanWoerkom was employed by The Home Depot, Inc., a home improvement retailer, as Executive Vice President, General Counsel and Corporate Secretary. Mr. VanWoerkom served as Executive Vice President, General Counsel and Secretary of Staples, Inc., an office supply retailer, from March 2004 to June 2007. From March 1999 to March 2004, Mr. VanWoerkom was Senior Vice President, General Counsel and Secretary of Staples, Inc. Key Experience Risk Management Served as General Counsel for numerous organizations and as Chief Compliance Officer for Porchlight Equity from 2017-2018, bringing more than 20 years of experience in risk management. Business Development and M&A Served as an Operating Partner for Porchlight Equity, formerly Highland Consumer Fund, a private equity firm specializing in lower middle market business services and consumer companies to help them achieve their vision for continued success. Also served as General Counsel at large international publicly traded companies. Legal or Regulatory Has several decades of legal experience, including serving as General Counsel of Staples, Inc., and General Counsel of The Home Depot, Inc. Global or International Business Extensive experience supporting global publicly traded corporations, including while serving as General Counsel at The Home Depot, Inc. and Staples, Inc. |

  44. Director Nominees and Background Information

    | 2024 Proxy Statement | 23 |

  45. Director Compensation

    Director Compensation The Company’s compensation program for non-employee directors is designed to achieve the following objectives: •Attract and engage a diverse group of qualified directors; •Compensate our directors for the investment of time they make to support the Company; •Align director compensation with stockholder interests; and •Have a compensation structure that is simple, transparent, and easy for stockholders to understand. Our Corporate Governance Guidelines note that the Company’s policy is to compensate directors competitively relative to comparable companies, and that the Leadership Development and Compensation Committee will periodically review the compensation of the Company’s directors. In line with this, the Leadership Development and Compensation Committee generally reviews our director compensation program against market data every two years, with reference to the same peer companies used to benchmark executive compensation, as well as survey information analyzing director compensation across industries at U.S. public companies. The assessment of director compensation is conducted by the Leadership Development and Compensation Committee with the assistance of Compensation Advisory Partners (CAP), the Leadership Development and Compensation Committee’s independent compensation consultant. The Leadership Development and Compensation Committee reviewed the compensation of the Company's non-employee directors in 2023. The Board made changes to the director compensation program, increasing the Corporate Governance Committee Chair Cash retainer from $15,000 to $20,000, effective October 1, 2023, in order to maintain the competitiveness of our non-employee director compensation program with median payments at peer group companies. Employee directors are not compensated separately for their board service.

  46. 2023 Director Compensation

    2023 Director Compensation Our non-employee directors earned the following aggregate amounts of compensation in the year ended December 31, 2023:

  47. 2023 Director Compensation

    | Name | Cash Fees Earned | Stock Awards(1) | Total | | Aimee Cardwell(2) | $5,774 | $— | $5,774 | | Derrick Roman | $104,121 | $200,025 | $304,146 | | Nancy Altobello | $95,810 | $200,025 | $295,835 | | Daniel Callahan | $106,813 | $200,025 | $306,838 | | Shikhar Ghosh | $92,253 | $200,025 | $292,278 | | James Neary | $105,000 | $200,025 | $305,025 | | James Groch | $85,000 | $200,025 | $285,025 | | Stephen Smith | $100,934 | $200,025 | $300,959 | | Susan Sobbott | $85,000 | $200,025 | $285,025 | | Regina O. Sommer | $95,879 | $200,025 | $295,904 | | Jack VanWoerkom | $130,440 | $200,025 | $330,465 |

  48. 2023 Director Compensation

    (1)This column includes the aggregate grant date fair value of stock awards granted on May 11, 2023, the date of the Company's 2023 Annual Meeting of Stockholders. The fair value of these awards was determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our common stock as reported by the NYSE on the day that the award was granted. The aggregate number of unvested RSUs outstanding for each non-employee director as of December 31, 2023 was 1,147. These RSUs vest on the first anniversary of the 2023 Annual Meeting of Stockholders, which is May 11, 2024. (2)On December 7, 2023, the Board elected Aimee Cardwell to be a member of the Board. Subject to her election at the Annual Meeting, Ms. Cardwell will be granted both an annual equity retainer and new director equity grant. The cash fees paid to Ms. Cardwell were pro-rated to reflect her period of service during 2023.

  49. 2023 Key Compensation Practices

    | | | | What We Do | What We Don’t Do | | •Link incentive plan performance measures to short- and mid-term operating objectives and delivery of long-term value to stockholders •Target total direct compensation (base/cash bonus/long-term incentives) within a competitive range of the market median •Maintain a cap on CEO and other NEO incentive compensation payouts for short-term incentive plan (STIP) and performance restricted stock units (PRSU) awards •Maintain stock ownership guidelines for NEOs, including a retention requirement until stock ownership levels are achieved (CEO guideline recently increased - see below for detail) •Provide double-trigger change-in-control severance benefits •Review share utilization at least annually •Plan for management succession and leadership development •Engage an independent compensation consultant •Maintain an anti-hedging policy for our Executive Officers, Directors, and Designated Employees (as determined under our Insider Trading Policy) •Maintain an anti-pledging policy for our Executive Officers, Directors, and Designated Employees (as determined under our Insider Trading Policy) •Maintain a clawback policy, consistent with NYSE-required policy •Design the majority of compensation to be variable •Provide a multi-year vesting period for long-term awards •Incorporate relevant sustainability goals into our executive compensation program | •No payment of dividends or dividend equivalents on unearned RSUs or PRSUs •No excise tax gross-ups upon a change-in-control •No re-pricing of underwater stock options without stockholder approval •No excessive severance or change-in-control benefits |

  50. Summary of WEX’s 2023 Executive Compensation Program

    | Compensation Element | 2023 Outcome | | Base Salary- Fixed rate of pay | One NEO received an increase to their base salary (1.7%) as part of overall compensation adjustments to continue to position their total target pay within a competitive range of market median. | | Short-Term Incentive Plan (“STIP”) Payout can range from 0-200% of an individual's respective target based on financial goals: 1.Adjusted Operating Income (60%); and 2.Adjusted Revenue (40%) For NEOs leading a business unit, corporate goals are weighted 40% and business unit goals are weighted 60%. The funded payout may be further adjusted for each NEO through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of target. The adjustment is made based on an assessment of performance versus predefined, often quantitative individual goals as reviewed by the CEO (other than in the case of the CEO's compensation) and recommended to, and subsequently approved by, the Committee. The Committee has further discretion to eliminate any funded bonus payout at its discretion, should circumstances warrant. | STIP funding was achieved at 135.3% of target on an overall corporate basis, based on objective performance against predefined enterprise-wide quantitative goals. An individual modifier of -2.5% was applied to one NEO STIP payment for 2023 based on results versus pre-defined individual goals; across the leadership team, such individual performance modifiers were applied on approximately a zero-sum basis. | | Long-Term Incentive Plan (“LTIP”) Our 2023 target long-term incentive mix for our CEO was 60% PRSUs, 25% stock options and 15% RSUs; the target long-term incentive mix for our other NEOs was 60% PRSUs, 20% stock options, and 20% RSUs. PRSUs: •Payout can range from 0-200% of target with cliff vesting on the third anniversary of grant •3-year performance period based on cumulative corporate financial goals Compensation Adjusted Net Income Earnings per Share (60%) and Adjusted Net Revenue (40%) a.Rewards long-term stockholder value creation and encourages retention b.The Adjusted Net Revenue metric recognizes the importance of revenue diversification for our business, given the impact that volatile fuel prices may have on our business results Stock Options: •3-year ratable vesting requirement •Rewards long-term stockholder value creation RSUs: •3-year ratable vesting requirement •Rewards long-term stockholder value creation and encourages retention | PRSUs granted in 2021 with a multi-year performance period through December 31, 2023 paid out at 200% of target, based on 2-year financial performance with a potential relative TSR ("rTSR") positive or negative modifier reflecting performance relative to the S&P MidCap 400 Index over the performance period. Both financial metrics, Adjusted Net Revenue and Compensation Adjusted Net Income Earnings per Share, scored at 200% achievement relative to goals. The rTSR modifier results resulted in no adjustment to the financial performance based payout factor. As a result, the final payout was 200% of target stock units. |

  51. Pay Mix

    | 2023 CEO Target Total Compensation Mix | 2023 CEO Long-term Incentive Mix | | | |

  52. Independent Compensation Consultant

    Independent Compensation Consultant The Committee has the authority to retain and terminate an independent compensation consultant and to approve the consultant’s fees and all other terms of such engagement. In determining 2023 compensation, the Committee continued to directly retain Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant. The scope of the work done by CAP for the Committee included: •Preparing analyses, recommendations, and other support to inform the Committee’s decisions related to executive and director compensation; •Providing updates on market trends and the regulatory environment as they relate to executive and director compensation; •Reviewing and commenting on all management proposals presented to the Committee; •Reviewing the composition of the compensation benchmarking and performance benchmarking peer groups, and providing recommendations and other support to inform the Committee's related discussions and decisions; •Comparing the compensation of Company executives to a peer group of companies and survey data; and •Working with the Committee to validate the pay-for-performance relationship, in support of alignment with stockholders. The Committee, after taking into consideration NYSE independence standards for compensation consultants and SEC rules, concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the Committee. CAP will not perform other services for WEX without the consent of the Chair of the Committee. CAP meets with the Committee Chair and the Committee outside the presence of management on a regular basis. In addition, CAP participated in all of the Committee’s meetings during 2023 and, when requested by the Committee Chair, participates in preparatory meetings and executive sessions.

  53. Independent Compensation Consultant

    | 48 | WEX Inc. |

  54. 2023 Total Direct Compensation

    2023 Total Direct Compensation We structure NEO target total direct compensation so that the majority of such compensation is delivered in the form of equity awards. Equity awards provide incentives for NEOs to work towards long-term top and bottom-line growth that will enhance stockholder returns and align our NEOs’ compensation directly with our stockholders’ interests. We also structure our NEOs’ cash compensation so that a significant portion is at risk under the Company’s short-term incentive plan, payable primarily based on enterprise and business unit results, and to a lesser degree payable based on individual performance. We further detail each component of total direct compensation below.

  55. Short-Term Incentive Plan

    Short-Term Incentive Plan Our Short-Term Incentive Plan (STIP) is designed to motivate our NEOs to drive profitable Company growth, while diversifying Company revenues, by measuring NEO performance against our plans at the corporate and business unit level, with the potential for individual adjustment as described below. For NEOs leading a business unit, corporate goals are typically weighted 40% and business unit goals are typically weighted 60%. This framework holds the NEO group accountable for the same corporate metrics and goals, while also emphasizing and holding business unit leaders accountable for the results they can most influence. We establish a cash incentive payment target for each NEO based upon their position within the Company, responsibility and competitive cash incentive payment opportunities for similar positions at other companies. From time to time, the cash incentive payment target may be adjusted other than as a result of an annual review, for example, in order to address competitive pressures or in connection with a promotion. Actual STIP payouts may range from 0% to 200% of the target bonus opportunity and are based on actual performance outcomes. The following table summarizes the corporate and business unit performance components used for the 2023 STIP and the weighting of each component of the 2023 STIP for each NEO.

  56. Short-Term Incentive Plan

    | | Weighting Used in Determination of 2023 STIP Payout(1)(2) | | | | | | Corporate Goals | M. Smith | J. Narula | R. Deshaies | J. Dearborn | S. Dhawan(3) | | Adjusted Revenue | 40% | 40% | 16% | 40% | N/A | | Adjusted Operating Income | 60% | 60% | 24% | 60% | N/A | | Business Unit Financial Goals | | | | | | | Total Americas Adjusted Revenue | —% | —% | 24% | —% | —% | | Total Americas Adjusted Operating Income | —% | —% | 36% | —% | —% |

  57. Short-Term Incentive Plan

    (1)The percentages for each NEO represent the weight that the corporate goals are applied to each NEO in determining their actual 2023 STIP payout. (2)See the table on page 53 for the actual STIP percentages and payouts as a percentage of target for each NEO, as applicable. (3)Mr. Dhawan joined WEX on December 4, 2023 and was therefore ineligible for a 2023 STIP payout. 2023 STIP eligibility was limited to employees hired before October 1, 2023. The following table presents the targets of our corporate STIP goals at threshold, target, and maximum payout associated with those goals. Furthermore, the table presents the actual performance for the 2023 corporate STIP goals and the initial payout factor associated with those goals based on the actual 2023 performance, that may be further adjusted based on the IPF (see below). See various STIP related tables below for additional detail.

  58. Short-Term Incentive Plan

    | 2023 Corporate Short-Term Incentive Plan | | | | | | | | | | | | | | Performance Goals ($000s) | | | | | 2023 Actual | | | | | Corporate Goals | Weight (%) | Threshold (50% payout) | Target Performance Goal (100% payout) | | Maximum (200% payout) | | Actual Performance | | Actual % Performance | Payout based on Actual 2023 Performance | | Adjusted Revenue(1) | 40% | $2,375.1 | | $2,448.6 | | $2,595.5 | | $2,512.5 | 143.5% | 57.4% | | Adjusted Operating Income(2) | 60% | $935.5 | | $979.6 | | $1,048.2 | | $1,000.1 | 129.9% | 77.9% | | Weighted Average Payout | | | | | | | | | | 135.3% |

  59. Short-Term Incentive Plan

    (1)Adjusted Revenue means 2023 total revenue as reported in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024 ("Form 10-K") adjusted for: the difference between 2023 reported fuel prices and foreign exchange rates and Board-approved, budgeted 2023 fuel price and foreign exchange rate assumptions (which potential variance was capped for fuel prices). For the purposes of our STIP, we further adjust this measure, as shown in Appendix A. (2)Adjusted Operating Income means 2023 operating income as reported in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024 ("Form 10-K") adjusted for: foreign exchange rate impacts compared to the Board approved 2023 Budget, fuel price differences compared to the Board approved 2023 Budget, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, restructuring and other costs, and debt restructuring costs. For the purposes of our STIP, we further adjust this measure, as shown in Appendix A.

  60. Short-Term Incentive Plan

    | 50 | WEX Inc. |

  61. Short-Term Incentive Plan

    As noted previously, the Company’s 2023 reported revenue increased 8% from 2022 and other financial results increased substantially year over year as well. As shown above, actual 2023 STIP pay outcomes for our NEOs were aligned with these financial results. We have a history of setting appropriately rigorous STIP performance goals, and with our STIP payouts varying from year-to-year based on results. For example, during the past five years the corporate goals payout factor for our STIP payouts has ranged from 86% of target to 182% of target, as shown in the table below:

  62. Short-Term Incentive Plan

    | Year | 2023 | 2022 | 2021 | 2020 | 2019 | | Corporate Payout Factor | 135% | 159% | 182% | 108% | 86% |

  63. Short-Term Incentive Plan

    The initial funding of the STIP payout, based on the financial metrics and pre-set goals described above, may be adjusted for each NEO through an individual performance modifier, down to 75% or up to 125% of the initial funding of the STIP amount, with no payout greater than 200% of target under the STIP for 2023. The adjustment is made based on the Committee's assessment of performance versus predefined, often quantitative, individual goals. Our CEO may make individual modifier recommendations to the Committee for the other NEOs, for consideration and approval by the Committee, and the Committee independently considers and approves the CEO individual modifier factor, if any. The Committee believes that our NEOs' performance goals should support and help achieve the Company’s strategic objectives. Individual performance goals for the CEO were established under the oversight of, and with the approval of, the Committee, and considered input on the goals from all independent directors as gathered by the Lead Director. Such goals are typically discussed, prior to approval, over multiple Committee meetings. Individual performance goals for the other NEOs were prepared by the CEO and reviewed with the Committee. Across our NEO group, in addition to an evaluation of general leadership competencies, the results that were measured against pre-defined goals (often quantitative) to determine individual modifiers, are discussed below:

  64. Short-Term Incentive Plan

    | 2024 Proxy Statement | 51 |

  65. Short-Term Incentive Plan

    | M. Smith | Goal Results | | FY2023 Performance Results | •Delivered organic revenue growth through new customer signings and retention across segments. •Announced WEX Venture Capital to accelerate growth in the EV space and achieved first year objectives. •Acquired Payzer on November 1, opening up a new, adjacent TAM for our Mobility segment. •Set a path for bold outcomes, priorities, and experimentation around artificial intelligence with over 50 experiments conducted in 2023. •Over delivered against cost and organizational operational efficiency efforts. •Supported the development of EV products to support a mixed fleet future. •Hired top talent into critical roles across the organization. •Significantly matured risk management across WEX. | | J. Narula | Goal Results | | FY2023 Performance Results | •Successful balance sheet management, including demonstrated focus and leadership on capital expenditures. •Added discipline and structure to operating routines. •Over delivered against cost and organizational operational efficiency efforts. •Supported the development of EV products to support a mixed fleet future. •Acquired Payzer on November 1, opening up a new, adjacent TAM for our Mobility segment. | | R. Deshaies | Goal Results | | FY2023 Performance Results | •Success in winning, growing, and maintaining key customer relationships. •Acquired Payzer on November 1, opening up a new, adjacent TAM for our Mobility segment. •Over delivered against cost and organizational operational efficiency efforts. •Supported the development of EV products to support a mixed fleet future. •In partnership with the Risk and Compliance function, significantly matured risk management. | | J. Dearborn Jr. | Goal Results | | FY2023 Performance Results | •Created, articulated, and promoted a clear and compelling corporate strategy and vision for both the short and long term. •Announced WEX Venture Capital to accelerate growth in the EV space and achieved first year objectives. •Over delivered against cost and organizational operational efficiency efforts. •Supported the development of EV products to support a mixed fleet future. •Acquired Payzer on November 1, opening up a new, adjacent TAM for our Mobility segment. | | S. Dhawan | Goal Results | | FY2023 Performance Results | •Goals were not established for 2023 STIP purposes due to hire date. |

  66. Short-Term Incentive Plan

    | 52 | WEX Inc. |

  67. Short-Term Incentive Plan

    Given each NEO's results measured against their individual goals, as discussed above, the Committee, in its discretion, determined the individual performance factor for each NEO's STIP award at the percentage displayed in the table below. The Committee considered the input of Ms. Smith regarding performance against the pre-established individual goals for each NEO (other than for Ms. Smith) in its decision-making process. When making its individual performance factor determinations, the Committee did not assign a specific weighting to any individual goal, but instead reviewed each NEO's results against his or her individual goals in the aggregate. The performance evaluation for Ms. Smith is typically discussed over multiple Committee meetings during executive session, and incorporates input from all independent directors collected by the Lead Director. The payouts under our STIP are computed based on corporate and individual performance, as discussed above and outlined below. The fiscal year 2023 STIP payments are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2023, and are set forth in the following table. The following table also provides a supplemental breakdown of the components that make up the NEOs' actual fiscal year 2023 STIP awards. The awards as a percentage of the target are displayed for each component.

  68. Short-Term Incentive Plan

    | Annual Salaryx | Target Annual Incentive %x | Corporate Performance Factor % (0%-200%)x | Individual Performance Factor % (75%-125%) | = | Final Actual STIP Award (0%-200%) |

  69. Short-Term Incentive Plan

    | | | Target | | Actual | | | | | Executive | Annual Salary (a)(1) | Annual Incentive % (b) | Annual Cash Incentive $ (a) x (b) = (c) | Corporate Performance Factor % (d)(2) | Individual Performance Factor % (e) | Final Award $ (c) x (d) x (e) | Final Award as a % of Target $ (d) x (e) | | Melissa Smith | $875,000 | 150% | $1,312,500 | 135.3% | 100.0% | $1,775,813 | 135.3% | | Jagtar Narula | $500,000 | 100% | $500,000 | 135.3% | 100.0% | $676,500 | 135.3% | | Robert Deshaies | $610,000 | 100% | $610,000 | 110.7% | 97.5% | $658,388 | 107.9% | | Jay Dearborn Jr. | $475,000 | 85% | $403,750 | 135.3% | 100.0% | $546,274 | 135.3% |

  70. Short-Term Incentive Plan

    (1)Reflects eligible earnings for STIP purposes; i.e., salary actually paid during 2023. Excludes Mr. Dhawan, who joined WEX on December 4, 2023 and was therefore ineligible for a 2023 STIP payout. Mr. Dhawan's salary paid in 2023 was $30,288. (2)In the case of Mr. Deshaies, Corporate Performance Goals were weighted 40% and Total Americas Performance Goals were weighted 60% as further described above.

  71. Long-Term Incentive Compensation

    Long-Term Incentive Compensation The Company provides annual grants of long-term equity-based incentives through the LTIP. Annual grants under the LTIP in 2023 were provided through a mix of (i) PRSUs, which generally vest from 0% to 200% of target stock units based on actual results compared to multi-year performance goals and subject to time-based vesting, as described below, (ii) stock options, which have no value absent stock price appreciation from the price as of the date of grant and encourage stockholder value creation over a long-term (10 year) time horizon, and (iii) RSUs, which vest based on the passage of time and fluctuate in value based on changes in our stock price. PRSUs, stock options, and RSUs generally vest over a three-year period. We aim to provide long-term awards such that together with cash compensation, target total direct compensation (salary plus target STIP payments, plus grant-date value of annual long-term incentive awards) is within a competitive range of the market median. Compensation is intended to vary based on Company and individual performance outcomes. The Committee bases individual award levels on comparative market data for the executive’s position, award levels of comparably-situated executives, and an assessment of individual potential and performance. In making annual equity awards to any individual, the Committee does not alter its compensation philosophy based on the individual’s value realized, or failure to achieve gains, on prior RSU, stock option, or PRSU awards. For 2023, equity grants were 60% PRSUs, 20% stock options and 20% RSUs for our non-CEO NEOs. The mix for our CEO was 60% PRSUs, 25% stock options, and 15% RSUs. Our program balances mid-term (PRSU) goals and results and long-term (stock options and RSUs) stockholder valuation creation, with key employee motivation and retention.

  72. Long-Term Incentive Compensation

    | 2024 Proxy Statement | 53 |

  73. 2023 LTIP

    2023 LTIP The 2023 LTIP was designed to support our multi-year strategic plan and reward each of the NEOs for their anticipated contribution to the achievement of plan goals during the cumulative three-year performance period from January 1, 2023 to December 31, 2025. There were two primary performance metrics for the PRSU awards: Adjusted Net Income Earnings Per Share, weighted 60%, and Adjusted Net Revenue, weighted 40%. Payout and targets for the PRSUs will be disclosed in the proxy statement for the 2026 Annual Meeting, once the performance period is complete. If earned, PRSUs will cliff vest on the third anniversary of the grant date. The stock options and RSUs will vest according to the Company’s practice of having one-third of each award vest on each of the first three anniversaries of the grant date, assuming continued employment.

  74. 2021 PRSU Grant Payout

    2021 PRSU Grant Payout The 2021 PRSU award was designed to support our multi-year revenue and income growth targets, with an additional feature to modify the payout factor up 15% if relative TSR (“rTSR”) was in the top quartile and down 15% if rTSR was in the bottom quartile, as hereinafter described. For the rTSR modifier, WEX Total Shareholder Return ("TSR" or change in stock price plus dividends, if appropriate) was measured against the TSR of other companies in the S&P 400 MidCap Index. For the financial components, there was no payout for below Threshold goal performance, and payout would be linearly interpolated between Threshold and Target or between Target and Maximum performance levels. These PRSUs, with a three-year performance period ended December 31, 2023, were previously reported in our proxy statement for the 2022 Annual Meeting at fair value at the time of grant. The final payout factor was 200% of target stock units, given actual financial results that exceeded the maximum financial performance goals listed below and rTSR positioned between 25th and 75th percentile of the S&P 400 MidCap index for the three-year performance period.

  75. 2021 PRSU Grant Payout

    | Company Goals | Threshold (50% Payout) | Lower Band (100% Payout) | Target (100% Payout) | Upper Band (100% Payout) | Maximum (200% Payout) | Weight | Final Performance Factor (% target) | Payout based on 2021-2023 Performance | | Adjusted Revenue ($M)(1) | $3,364 | $3,430 | $3,537 | $3,643 | $3,872 | 40% | 200% | 80% | | ANI-EPS(2) | $14.15 | $14.61 | $15.38 | $16.15 | $17.67 | 60% | 200% | 120% | | Weighted Average Payout | | | | | | | | 200% | | rTSR | | | | | | ±15% Modifier | No Adjustment | --- | | Final Payout | | | | | | | | 200% |

  76. 2021 PRSU Grant Payout

    (1)Adjusted Revenue is defined as revenue as reported in the Form 10-K filing for the performance period for our Corporate Payments and Benefits segments and all revenue lines in Mobility with the exception of payment processing revenue. The results were further adjusted for other items shown in Appendix A. (2)Adjusted Net Income – Earnings Per Share is defined as Adjusted Net Income Attributable to Shareholders - on a per share basis, as reported in the Form 10-K filing, for the performance period, adjusted for the price per gallon of fuel and other items as shown in Appendix A.

  77. 2021 PRSU Grant Payout

    | 54 | WEX Inc. |

  78. 2020 Business Continuity and Outperformance Grant

    | Relative TSR Performance | Payout | WEX Final Performance | | 90-100th Percentile | 250% of target | | | 75-89th Percentile | 200% of target | | | 61-74th Percentile | 150% of target | | | 51-60th Percentile | 100% of target | | | 41-50th Percentile | 75% of target | | | 31-40th Percentile | 50% of target | ✔ | | 0-30th Percentile | 0% of target | |

  79. Peer Group

    Peer Group We have established a target compensation structure that focuses on the median of our selected compensation benchmarking peer companies, but also allows total target compensation to vary to reflect other considerations, such as Company performance, individual experience, job responsibilities and other individual performance factors. A key element of this process is selecting a relevant peer group against which we compare NEO pay elements. The Committee determines the composition of our compensation benchmarking peer group, considering input from its independent compensation consultant and management, among other factors, such as size, business, operating characteristics and competition for executive talent. For 2023, our compensation benchmarking peer group consisted of the 16 companies shown below, whose aggregate profile was comparable to WEX.

  80. Peer Group

    | 2023 Compensation Benchmarking Peer Group | | | | ACI Worldwide | Dayforce, Inc. | Paychex, Inc. | | BILL Holdings, Inc. | Euronet Worldwide, Inc. | Paycom Software, Inc. | | Block, Inc. | EVERTEC, Inc. | Paylocity Holding Corporation | | Broadridge Financial Solutions, Inc. | Fair Isaac Corporation | TransUnion | | Corpay, Inc. | HealthEquity, Inc. | | | CSG Systems International, Inc. | Jack Henry & Associates, Inc. | |

  81. Peer Group

    | Metrics | WEX ($ millions) | Peer Median ($ millions) | | Market Capitalization | $8,315 | $11,127 | | 2023 Reported Revenue | $2,548 | $1,604 | | 3-Year Reported Revenue Growth | 63% | 50% |

  82. Peer Group

    Source – S&P Capital IQ financial database (with Market Capitalization measured on December 31, 2023). Peer group data and other information provided to the Committee were considered in setting target compensation levels for our NEOs. For purposes of defining the market for each individual role, the Committee used peer group data for all NEOs, including our CEO, CFO and other NEOs who each lead a business unit, as applicable.

  83. Peer Group

    | 2024 Proxy Statement | 55 |

  84. Peer Group

    During 2023, on average, target total direct compensation of our NEOs was positioned within a competitive range of the market median. Adjustments are typically made when we believe that there is a market-based gap and/or as warranted by individual performance. The Committee also regularly reviews the Company's TSR relative to compensation benchmarking peers. In addition to – and separate from – our compensation benchmarking peer group, we also maintain a performance benchmarking peer group to provide our Committee and management team with additional reference information relating to compensation program practices and financial performance. The Committee determined the composition of our performance benchmarking peer group considering input from its independent compensation consultant and management, as well as from the Company's investors, among other factors, such as business, growth rate and operating characteristics. For 2023, our performance benchmarking peer group consisted of the 12 companies shown below.

  85. Peer Group

    | 2023 Performance Benchmarking Peer Group | | | | Block, Inc. | Fidelity National Information Services, Inc. | Jack Henry & Associates, Inc. | | Bread Financial Holdings, Inc. | Fiserv, Inc. | PayPal Holdings, Inc. | | Corpay, Inc. | Global Payments Inc. | The Western Union Company | | Equifax, Inc. | HealthEquity, Inc. | TransUnion |

  86. Compensation Risk Assessment

    Compensation Risk Assessment The Committee considers the potential risk to the Company from its compensation programs and policies, including when any potential program changes are being considered. The Committee also periodically reviews risk assessments of our compensation policies, practices and programs covering employee groups, conducted by representatives from Human Resources working with the Committee’s independent compensation consultant. The analyses evaluate the levels of risk-taking that potentially could be encouraged by our compensation arrangements, taking into account the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives and the Company’s overall risk profile. During 2023, the Committee continued to conclude that WEX has an executive compensation program that balances competitive compensation with performance incentives and does not use compensation policies or practices — across employee groups — that create risks that are reasonably likely to have a material adverse effect on the Company. Select identified risk-mitigation features with respect to our NEOs' compensation include the following: •A competitive base salary, which provides executives with ongoing income; •Budget and goal-setting processes that involve multiple levels of review; •Independent oversight of incentive program design and payouts; •Different performance-measurement and time-based vesting requirements between our short-term and long-term incentive programs; •Stock ownership guidelines, clawback, anti-hedging and anti-pledging policies; and •Sub-Committee approval for Section 16 Executive compensation, when applicable.

  87. Named Executive Officer New Hire Incentive Compensation

    Named Executive Officer New Hire Incentive Compensation In connection with his recruitment and subsequent hire, Mr. Dhawan received related cash and equity awards. Mr. Dhawan received an equity grant with a $3,000,000 target value, denominated based on the grant date closing stock price, which was intended to align with other annual equity grants made to leadership team members in March 2023 prior to Mr. Dhawan's hiring. One-third of the grant ($1,000,000) was in the form of PRSUs with the same multi-year performance goals and vesting dates as PRSU awards made to our executives on March 15, 2023. Two-thirds of the grant ($2,000,000) was in the form of RSUs which vest over two years at a rate of one-half of the total grant per year, beginning on the first anniversary of the grant date. As the performance period for the PRSU award is incomplete, payout is not yet known. Mr. Dhawan commenced employment as the Company's Chief Technology Officer on December 4, 2023 and the grants described in this paragraph to Mr. Dhawan were made on December 15, 2023. Mr. Dhawan also received a $425,000 cash award, which is subject to potential full repayment as described in the Executive Compensation Tables. Other than this compensation granted to Mr. Dhawan in connection with his recruitment and commencement of employment as discussed above, no equity awards outside of our core annual compensation program were granted to the NEOs in 2023.

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Company administers the WEX Inc. 2005 Executive Deferred Compensation Plan ("2005 EDCP") and the 2017 WEX Inc. Executive Deferred Compensation Plan ("2017 EDCP"). The 2005 EDCP was frozen to new contributions on December 31, 2017 and was replaced by the 2017 EDCP, which has the same characteristics as the 2005 EDCP. Both the 2005 EDCP and the 2017 EDCP provide executive officers with the opportunity to defer up to 80 percent of base salary and/or up to 98 percent of short-term incentive compensation. The Company provided a match of up to 6 percent of the participant’s applicable short-term incentive compensation program award under the 2005 EDCP and now provides the same match for the 2017 EDCP. Investment income on contributions and Company match is accrued for participants to reflect performance of investment funds identified by each participant during their annual election period. The investment funds and their performance used to calculate earnings in the 2005 EDCP and 2017 EDCP generally mirror those used in the 401(k) Plan. Each of the NEOs, with the exception of Mr. Dhawan, was eligible to participate in the 2017 EDCP during 2023. Mr. Dhawan was not eligible due to his December 4, 2023 hire date. Prior to our initial public offering, we offered the WEX Inc. Supplemental Investment and Savings Plan ("SERP"), which allowed participants to defer compensation. The SERP was frozen to new contributions on December 31, 2004. Ms. Smith has a balance in the SERP, which continues to earn investment returns based on the funds she selects from an available menu. We believe these investment returns are market competitive for the type of funds offered; there is no preferential interest earned in the 2005 EDCP, 2017 EDCP or SERP accounts. No other current executive officers participated in the SERP when it was an active plan.

  89. Nonqualified Deferred Compensation

    | 58 | WEX Inc. |

  90. 2023 Summary Compensation Table

    2023 Summary Compensation Table

  91. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3)(4) | Option Awards ($)(5) | Non-Equity Incentive Plan Compensation ($)(6) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7) | All Other Compensation ($)(8) | Total ($) | | Melissa Smith Chair, CEO, and President | 2023 | $875,000 | $— | $6,619,058 | $2,206,265 | $1,775,813 | $36,186 | $138,349 | $11,650,671 | | | 2022 | $854,808 | $— | $5,362,593 | $1,787,568 | $2,037,434 | $— | $140,546 | $10,182,949 | | | 2021 | $791,923 | $— | $4,901,691 | $1,562,532 | $2,163,138 | $34,584 | $159,049 | $9,612,917 | | Jagtar Narula Chief Financial Officer | 2023 | $500,000 | $— | $1,840,257 | $460,016 | $676,500 | $— | $94,856 | $3,571,629 | | | 2022 | $294,231 | $— | $3,984,766 | $400,010 | $420,779 | $— | $80,203 | $5,179,989 | | Robert Deshaies Chief Operating Officer, Americas | 2023 | $608,077 | $— | $2,440,080 | $610,007 | $658,388 | $— | $30,069 | $4,346,621 | | | 2022 | $586,538 | $— | $1,932,198 | $483,063 | $686,185 | $— | $69,740 | $3,757,724 | | | 2021 | $456,731 | $— | $1,308,101 | $313,546 | $588,269 | $— | $29,100 | $2,695,747 | | Jay Dearborn Jr. Chief Strategy Officer | 2023 | $475,000 | $— | $1,840,257 | $460,016 | $546,274 | $— | $27,132 | $3,348,679 | | | 2022 | $454,808 | $— | $1,320,123 | $330,021 | $614,286 | $— | $55,157 | $2,774,395 | | | 2021 | $400,000 | $— | $1,084,901 | $260,082 | $417,600 | $— | $42,156 | $2,204,739 | | Sachin Dhawan Chief Technology Officer | 2023 | $30,288 | $425,000 | $3,000,107 | $— | $— | $— | $— | $3,455,395 |

  92. 2023 Summary Compensation Table

    (1)This column shows the actual amount of base salary earned by the NEOs. The amounts shown in this column include any amounts that may be contributed by each NEO on a pre-tax basis to the Company’s 401(k) plan and 2017 EDCP. (2)Mr. Dhawan's first day of employment with the Company was December 4, 2023. In connection with his recruitment and subsequent hiring, Mr. Dhawan received a one-time cash sign-on bonus in the amount of $425,000, which was paid in January 2024. The award is subject to full repayment if Mr. Dhawan terminates employment without Good Reason or For Cause (as defined in his offer of employment) prior to the 24-month period following his start date. (3)The amounts shown in this column represent the aggregate grant date fair value of PRSUs and RSUs granted during 2023, 2022, and 2021, respectively, calculated in accordance with FASB ASC Topic 718. (4)PRSUs reported in this column reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the grant date calculated in accordance with FASB ASC Topic 718, excluding, if applicable, the effect of estimated forfeitures and expected relative TSR attainment. Assuming the highest level of financial performance conditions were achieved, the value for PRSUs granted in 2023 included in the “Stock Awards” column would be approximately $10,590,000 for Ms. Smith; $2,760,000 for Mr. Narula; $3,660,000 for Mr. Deshaies; $2,760,000 for Mr. Dearborn, and $2,000,000 for Mr. Dhawan. (5)The amounts shown in this column represent the aggregate grant date fair value of option awards calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the notes to the Company’s audited financial statements for the fiscal years ended December 31, 2023 (see note 22), included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on February 23, 2024. (6)The amounts shown in this column reflect the cash incentive awards paid in February 2024 for 2023 STIP results, and include amounts contributed by each Named Executive Officer on a pre-tax basis to the Company’s 2017 Executive Deferred Compensation Plan (EDCP). (7)The amounts shown reflect SERP above-market earnings. (8)The following table describes the elements that are represented in the “All Other Compensation” column above:

  93. 2023 Summary Compensation Table

    | 60 | WEX Inc. |

  94. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table represents all plan-based awards granted to the Named Executive Officers in 2023:

  95. 2023 Grants of Plan-Based Awards Table

    | | Type of Award(1) | | Date of Committee Action | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Melissa Smith | STIP | | | $656,250 | $1,312,500 | $2,625,000 | — | — | — | — | — | — | — | | | RSU(4) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | 7,628 | — | — | $1,323,916 | | | PRSU(6) | 3/15/2023 | 2/15/2023 | — | — | — | 15,255 | 30,509 | 61,018 | — | — | — | $5,295,142 | | | NQ(7) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | — | 27,021 | $173.56 | $2,206,265 | | Jagtar Narula | STIP | | | $250,000 | $500,000 | $1,000,000 | — | — | — | — | — | — | — | | | RSU(4) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | 2,651 | — | — | $460,108 | | | PRSU(6) | 3/15/2023 | 2/15/2023 | — | — | — | 3,976 | 7,952 | 15,904 | — | — | — | $1,380,149 | | | NQ(7) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | — | 5,634 | $173.56 | $460,016 | | Robert Deshaies | STIP | | | $305,000 | $610,000 | $1,220,000 | — | — | — | — | — | — | — | | | RSU(4) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | 3,515 | — | — | $610,063 | | | PRSU(6) | 3/15/2023 | 2/15/2023 | — | — | — | 5,272 | 10,544 | 21,088 | — | — | — | $1,830,017 | | | NQ(7) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | — | 7,471 | $173.56 | $610,007 | | Jay Dearborn Jr. | STIP | | | $201,875 | $403,750 | $807,500 | — | — | — | — | — | — | — | | | RSU(4) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | 2,651 | — | — | $460,108 | | | PRSU(6) | 3/15/2023 | 2/15/2023 | — | — | — | 3,976 | 7,952 | 15,904 | — | — | — | $1,380,149 | | | NQ(7) | 3/15/2023 | 2/15/2023 | — | — | — | — | — | — | — | 5,634 | $173.56 | $460,016 | | Sachin Dhawan | STIP | | | $— | $— | $— | — | — | — | — | — | — | — | | | RSU(5) | 12/15/2023 | 11/30/2023 | — | — | — | — | — | — | 10,609 | — | — | $2,000,009 | | | PRSU(8) | 12/15/2023 | 11/30/2023 | — | — | — | 2,653 | 5,305 | 10,610 | — | — | — | $1,000,099 |

  96. 2023 Grants of Plan-Based Awards Table

    (1)All equity awards are granted under the Amended and Restated 2019 Equity and Incentive Plan. (2)These columns reflect the threshold, target and maximum cash awards payable to our NEOs under the 2023 STIP. The final award is determined using pre-defined goals, as determined by the Leadership Development and Compensation Committee. If performance falls below the pre-established thresholds, the payout is $0. The actual STIP payout for fiscal year 2023, for each NEO, is reported in the Summary Compensation Table. Mr. Dhawan joined WEX on December 4, 2023 and was therefore ineligible for a 2023 STIP award. For further details, please see the CD&A section titled Short-Term Incentive Plan.

  97. 2023 Grants of Plan-Based Awards Table

    | 2024 Proxy Statement | 61 |

  98. 2023 Grants of Plan-Based Awards Table

    (3)Represents the grant date fair value of RSU, PRSU, and stock option awards determined in accordance with FASB ASC Topic 718. (4)RSUs granted on March 15, 2023 vest over 3 years at a rate of one-third of the total award per year beginning on the first anniversary of the grant date. The number of RSUs received by each NEO was determined by dividing the total award amount granted by the grant date fair value per share, which is calculated using the closing price of WEX common stock on the date of grant on the New York Stock Exchange. (5)RSUs granted on December 15, 2023 to Mr. Dhawan were New Hire Awards which vest over 2 years at a rate of one half of the total award per year beginning on the first anniversary of the grant date. The number of RSUs received by the NEO was determined by dividing the total award amount granted by the grant date fair value per share, which is calculated using the closing price of WEX common stock on the date of grant on the New York Stock Exchange. (6)PRSUs granted on March 15, 2023 may convert to RSUs at the conclusion of the performance period based on determination of the achievement of predetermined performance goals for the Company's Adjusted Revenue and Adjusted Net Income - Earnings Per Share over 2023, 2024 and 2025. If earned, these vest in full on March 15, 2026. The grant date fair value shown reflects the target outcome of the performance conditions, based on the probable outcome of performance goals at grant, excluding the effect of estimated forfeitures. (7)Non-qualified stock options granted on March 15, 2023 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of such stock options received by each NEO, and the grant date fair value, was calculated using the Black-Scholes value as of the grant date, calculated in accordance with FASB ASC Topic 718. The weighted average assumptions used in calculating the grant date fair value of these awards are described in footnote 5 to the Summary Compensation Table. (8)These PRSUs granted on December 15, 2023 to Mr. Dhawan are based on the 2023 PRSU objectives, consistent with other senior leaders, and may convert to RSUs at the conclusion of the performance period based on determination of the achievement of predetermined performance goals for the Company's Adjusted Revenue and Adjusted Net Income - Earnings Per Share over 2023, 2024 and 2025. If earned, these vest in full March 15, 2026. The grant date fair value shown reflects the target outcome of the performance conditions, based on the probable outcome of performance goals at grant, excluding the effect of estimated forfeitures.

  99. 2023 Grants of Plan-Based Awards Table

    | 62 | WEX Inc. |

  100. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table represents stock options and unvested stock units held by each of the Named Executive Officers as of December 31, 2023.

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option Grant Date | Number of Securities Underlying Unexercised Options - (#) Exercisable | Number of Securities Underlying Unexercised Options - (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Melissa Smith | 3/15/2015 | 13,000 | — | 103.75 | 3/15/2025 | 46,581 | 9,062,334 | 113,586 | 22,098,156 | | | 3/20/2017 | 23,187 | — | 104.95 | 3/20/2027 | — | — | — | — | | | 5/10/2017 | 46,029 | — | 99.69 | 5/10/2027 | — | — | — | — | | | 3/15/2018 | 17,555 | — | 158.23 | 3/15/2028 | — | — | — | — | | | 3/20/2019 | 19,733 | — | 184.81 | 3/20/2029 | — | — | — | — | | | 3/16/2020 | 42,696 | — | 109.66 | 3/16/2030 | — | — | — | — | | | 3/15/2021 | 11,211 | 5,623 | 226.02 | 3/15/2031 | — | — | — | — | | | 3/15/2022 | 8,405 | 16,836 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | — | 27,021 | 173.56 | 3/15/2033 | — | — | — | — | | Jagtar Narula | 6/15/2022 | 1,800 | 3,607 | 161.08 | 6/15/2032 | 15,175 | 2,952,296 | 30,804 | 5,992,918 | | | 3/15/2023 | — | 5,634 | 173.56 | 3/15/2033 | — | — | — | — | | Robert Deshaies | 3/15/2016 | 1,032 | — | 77.20 | 3/15/2026 | 14,278 | 2,777,785 | 38,844 | 7,557,100 | | | 3/20/2017 | 843 | — | 104.95 | 3/20/2027 | — | — | — | — | | | 3/15/2018 | 585 | — | 158.23 | 3/15/2028 | — | — | — | — | | | 3/20/2019 | 601 | — | 184.81 | 3/20/2029 | — | — | — | — | | | 3/16/2020 | 6,832 | — | 109.66 | 3/16/2030 | — | — | — | — | | | 3/15/2021 | 2,249 | 1,129 | 226.02 | 3/15/2031 | — | — | — | — | | | 3/15/2022 | 2,271 | 4,550 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | — | 7,471 | 173.56 | 3/15/2033 | — | — | — | — | | Jay Dearborn Jr. | 3/20/2017 | 843 | — | 104.95 | 3/20/2027 | 11,289 | 2,196,275 | 28,036 | 5,454,404 | | | 3/15/2018 | 2,145 | — | 158.23 | 3/15/2028 | — | — | — | — | | | 3/20/2019 | 4,462 | — | 184.81 | 3/20/2029 | — | — | — | — | | | 3/16/2020 | 7,401 | — | 109.66 | 3/16/2030 | — | — | — | — | | | 3/15/2021 | 1,866 | 936 | 226.02 | 3/15/3031 | — | — | — | — | | | 3/15/2022 | 1,551 | 3,109 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | — | 5,634 | 173.56 | 3/15/2033 | — | — | — | — | | Sachin Dhawan | — | — | — | — | — | 10,609 | 2,063,981 | 10,610 | 2,064,176 |

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Vests at a rate of one-third of the total award on each of the first, second, and third anniversary of the grant date.

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 2024 Proxy Statement | 63 |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    (2)The following table shows, by grant date, the number of unvested RSUs and PRSUs for which achievement of the performance conditions have been satisfied but not yet time-based vested as of December 31, 2023:

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Annual RSUs Granted on: | | | Annual PRSU Granted on: | New Hire Awards Granted on: | | | | | March 15, 2021(a) | March 15, 2022(a) | March 15, 2023(a) | March 15, 2021(b) | June 15, 2022(c) | December 15, 2023(d) | Total (#) | | Melissa Smith | 1,386 | 4,383 | 7,628 | 33,184 | — | — | 46,581 | | Jagtar Narula | — | — | 2,651 | — | 12,524 | — | 15,175 | | Robert Deshaies | 464 | 1,975 | 3,515 | 8,324 | — | — | 14,278 | | Jay Dearborn Jr. | 385 | 1,349 | 2,651 | 6,904 | — | — | 11,289 | | Sachin Dhawan | — | — | — | — | — | 10,609 | 10,609 |

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Stock Award Vesting Schedule | | | (a) | Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. | | (b) | Vests in full on March 15, 2024. | | (c) | Mr. Narula's new hire incentive awards include 1,657 of RSUs that vest one half on June 15, 2024 and one half on June 15, 2025, 6,210 PRSUs that vest in full on March 15, 2024, and 4,657 RSUs that vest on June 15, 2024. | | (d) | Mr. Dhawan's new hire incentive award consists of an RSU, which vests at a rate of half of the total award per year, beginning on the first anniversary of the grant date. |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    (3)Reflects the value as calculated based on the closing price of the Company’s common stock ($194.55) on December 29, 2023. (4)In accordance with SEC rules, the number of PRSUs reported in the Outstanding Equity Awards table above, reflect an assumed level of achievement of maximum performance goals, as indicated in the below table, based on the Company's performance as of December 31, 2023. The actual number of shares of common stock, if any, that we will issue in respect of these PRSU awards is not yet determinable and will depend on the Company's actual performance through the end of the applicable performance period. The following table shows assumed level of achievement of the PRSUs by grant date, where achievement of the performance conditions have not yet been determined as of December 31, 2023:

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Name | New Hire Award June 15, 2022(a) | Annual Grant PSUs March 15, 2022(a) | Annual Grant PSUs March 15, 2023(b) | New Hire Award December 15, 2023(b) | Total (#) | | Melissa D. Smith | — | 52,568 | 61,018 | — | 113,586 | | Jagtar Narula | 14,900 | — | 15,904 | — | 30,804 | | Robert Deshaies | — | 17,756 | 21,088 | — | 38,844 | | Jay Dearborn Jr. | — | 12,132 | 15,904 | — | 28,036 | | Sachin Dhawan | — | — | — | 10,610 | 10,610 |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | Stock Award Vesting Schedule (Assuming Performance Conditions are Met) | | | (a) | Vests in full on March 15, 2025 | | (b) | Vests in full on March 15, 2026 |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 64 | WEX Inc. |

  111. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table represents stock options exercised and shares of our common stock received upon vesting of RSUs and PRSUs in 2023 by each of the NEOs.

  112. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Melissa D. Smith | 41,107 | 3,917,908 | 28,986 | 5,026,123 | | Jagtar Narula | — | — | 5,483 | 953,494 | | Robert Deshaies | — | — | 6,715 | 1,166,922 | | Jay Dearborn Jr. | — | — | 5,825 | 1,011,718 | | Sachin Dhawan | — | — | — | — |

  113. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation The following table represents the amounts deferred by each of the Named Executive Officers in the: 2005 Executive Deferred Compensation Plan (EDCP); 2017 EDCP; and the SERP. The SERP, which was frozen to new contributions on December 31, 2004, the 2005 EDCP, which was frozen to new contributions on December 31, 2017, and the 2017 EDCP are described in the Nonqualified Deferred Compensation section of the CD&A.

  114. 2023 Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | Melissa Smith | SERP | — | — | 36,186 | — | 196,687 | | | 2005 EDCP | — | — | 176,800 | — | 983,442 | | | 2017 EDCP | 443,953 | 106,549 | 313,234 | — | 2,737,824 | | Robert Deshaies | 2005 EDCP | — | — | — | — | — | | | 2017 EDCP | — | — | 15,691 | — | 184,158 | | Jay Dearborn Jr. | 2005 EDCP | — | — | — | — | — | | | 2017 EDCP | — | — | 44,829 | — | 241,224 |

  115. 2023 Nonqualified Deferred Compensation

    (1)The amounts shown in this column have been reported in Salary and/or Non-Equity Incentive Plan Compensation of the Summary Compensation Table for 2023. (2)Participant contributions to the 2017 EDCP are matched on annual short term incentive program payments only. WEX matches the executives’ short-term incentive deferral up to a maximum of 6% of their total short term incentive program award. The amounts shown in this column have been reported in the 2023 All Other Compensation column of the Summary Compensation Table. (3)Earnings on the SERP are included in the Summary Compensation Table. The Company does not pay above-market interest rates on the 2005 EDCP and 2017 EDCP, and thus earnings on the 2005 EDCP and 2017 EDCP are not included in the Summary Compensation Table. (4)Portions of the amounts shown in this column have been reported in the Non-Equity Incentive Plan Compensation columns of the Summary Compensation Table as follows:

  116. 2023 Nonqualified Deferred Compensation

    | Name | Salary | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Melissa Smith | $— | 443,953 | $— | $443,953 |

  117. 2023 Nonqualified Deferred Compensation

    During the year ended December 31, 2023, participants were given the opportunity to select among various funds in the SERP, 2005 EDCP, and 2017 EDCP. The fund options generally mirror those available in the 401(K) plan. Executives may enroll in the EDCP during the annual December open enrollment period and may elect to defer base salary and/or bonus earned in the subsequent year. Distribution options include lump sum payments or annual installment payments ranging from two to ten years. Participants may elect to receive distributions at a specified future date or upon separation from service. If a participant terminates employment prior to the specified future date for a distribution, the distribution is automatically paid at the next scheduled distribution date (in January or June) that is at least 6 months after termination of employment.

  118. 2023 Nonqualified Deferred Compensation

    | 2024 Proxy Statement | 65 |

  119. Potential Payments upon Termination of Employment

    Potential Payments upon Termination of Employment The following chart shows the payments to each Named Executive Officer which would be made as a result of possible termination scenarios assuming each had occurred on December 31, 2023.

  120. Potential Payments upon Termination of Employment

    | Named Executive Officer | Voluntary Termination or Involuntary Termination For Cause ($) | Involuntary Termination Without Cause or Resignation for Good Reason ($) | Change in Control With Termination ($) | Disability ($)(1) | Death ($)(1) | | Melissa Smith | | | | | | | Acceleration of Equity Awards(2) | — | 4,869,628 | 17,978,081 | — | 17,978,081 | | Salary and Benefits Continuation | — | 1,332,654 | 1,790,308 | — | — | | Short Term Incentive Program | — | 1,312,500 | 2,625,000 | 1,312,500 | 1,312,500 | | Nonqualified Plan Payout(3) | 3,917,953 | 3,917,953 | 3,917,953 | 3,917,953 | 3,917,953 | | Total | 3,917,953 | 11,432,735 | 26,311,342 | 5,230,453 | 23,208,534 | | Jagtar Narula | | | | | | | Acceleration of Equity Awards(2) | — | — | 5,583,662 | — | 5,583,662 | | Salary and Benefits Continuation | — | 768,093 | 1,036,186 | — | — | | Short Term Incentive Program | — | — | 1,000,000 | 500,000 | 500,000 | | Nonqualified Plan Payout | — | — | — | — | — | | Total | — | 768,093 | 7,619,848 | 500,000 | 6,083,662 | | Robert Deshaies | | | | | | | Acceleration of Equity Awards(2) | — | — | 6,045,986 | — | 6,045,986 | | Salary and Benefits Continuation | — | 934,484 | 1,258,967 | — | — | | Short Term Incentive Program | — | — | 1,220,000 | 610,000 | 610,000 | | Nonqualified Plan Payout(3) | 184,158 | 184,158 | 184,158 | 184,158 | 184,158 | | Total | 184,158 | 1,118,642 | 8,709,111 | 794,158 | 6,840,144 | | Jay Dearborn Jr. | | | | | | | Acceleration of Equity Awards(2) | — | — | 4,467,553 | — | 4,467,553 | | Salary and Benefits Continuation | — | 730,593 | 986,186 | — | — | | Short Term Incentive Program | — | — | 807,500 | 403,750 | 403,750 | | Nonqualified Plan Payout(3) | 241,224 | 241,224 | 241,224 | 241,224 | 241,224 | | Total | 241,224 | 971,817 | 6,502,463 | 644,974 | 5,112,527 | | Sachin Dhawan | | | | | | | Acceleration of Equity Awards(2) | — | — | 3,096,069 | — | 3,096,069 | | Salary and Benefits Continuation | — | 268,368 | 1,061,736 | — | — | | Short Term Incentive Program | — | — | 892,500 | — | — | | Nonqualified Plan Payout | — | — | — | — | — | | Total | — | 268,368 | 5,050,305 | — | 3,096,069 |

  121. Potential Payments upon Termination of Employment

    (1)The Company's STIP provides for a pro-rated lump sum payment at target in the event of death or disability. Mr. Dhawan was not eligible for a 2023 STIP payment due to his December 4, 2023 hire date. The Company's equity award agreements provide for 100% acceleration of all unvested equity in the event of death. (2)For purposes of these calculations, the stock price used to calculate potential payments was the closing price of the Company's common stock on December 29, 2023, $194.55. The officers identified above, with the exception of Mr. Dhawan, hold employee stock options that feature an exercise price of $226.02, $163.22, $161.08, and $173.56. (3)As used in this table, Nonqualified Plan Payout consists solely of the participants’ balances in their 2005 EDCP, 2017 EDCP, and SERP accounts, as applicable.

  122. Potential Payments upon Termination of Employment

    | 68 | WEX Inc. |

  123. Pay Ratio Disclosure

    Pay Ratio Disclosure In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee. For 2023, the median annual total compensation of all employees, excluding our CEO, was $89,127 and the annual total compensation of our CEO was $11,650,671. The ratio of these amounts is 131:1. This calculation of our median employee reflects analysis of our global workforce of 7,106 employees as of October 1, 2023. We used salary compensation to determine the median employee. Our estimate of salary for our full 2023 fiscal year included: (i) annual base salary and (ii) hourly salary rate times annual standard hours. Our estimates were based on an analysis of the pay components and payrolls in each of the countries in which we operate. Cash compensation rates of employees paid in foreign currencies were converted into US dollars using foreign exchange conversion rates in effect on October 1, 2023. Once the median employee was identified, actual total compensation was determined in accordance with Item 402(c)(2)(x) of Regulation S-K of the securities laws. The information disclosed in this section was developed and is provided to comply with applicable SEC rules. We do not use this information in managing our company. We do not believe this information provides stockholders with a useful mechanism for evaluating our management’s effectiveness, operating results, or business prospects, or for comparing our company with any other company, including our compensation of our CEO or our employees.

  124. Pay Ratio Disclosure

    | 2024 Proxy Statement | 69 |

  125. Pay versus Performance

    Pay versus Performance We are required by SEC rules to disclose the following information regarding the relationship between "compensation actually paid" to our NEOs and our financial performance. The amounts set forth below under the headings “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid for non-PEO NEOs” have been calculated in a manner consistent with Item 402(v) of Regulation S-K. The table included in footnote (2) sets forth the adjustments from the column labelled "Total" for each NEO reported in the 2023 Summary Compensation Table set forth above in this proxy statement. For further information concerning WEX’s pay-for-performance philosophy and how WEX aligns executive compensation with the Company’s performance, refer to the section titled Compensation Discussion and Analysis beginning on page 42.

  126. Pay versus Performance Table

    Pay versus Performance Table

  127. Pay versus Performance Table

    | Year | Summary compensation table total for PEO1 | Compensation actually paid to PEO2 | Average summary compensation table total for non-PEO NEOs3 | Average compensation actually paid to non-PEO NEOs3 | Value of initial fixed $100 investment on December 31, 2019 based on: | | Net income (loss) (in millions) | ANI EPS5 | | | | | | | Total shareholder return | Peer group total shareholder return4 | | | | 2023 | $11,650,671 | $20,784,412 | $3,680,581 | $5,549,980 | $92.88 | $99.27 | $266.6 | $14.81 | | 2022 | $10,182,949 | $16,135,480 | $3,484,061 | $4,111,433 | $78.13 | $85.27 | $167.5 | $13.53 | | 2021 | $9,612,917 | $(11,056,785) | $3,403,671 | $(2,116,815) | $67.02 | $101.33 | $136.1 | $9.14 | | 2020 | $20,110,653 | $17,199,828 | $5,631,854 | $5,431,105 | $97.17 | $92.40 | $(280.5) | $6.06 |

  128. Pay versus Performance Table

    (1)Ms. Smith was the Company's PEO, or Principal Executive Officer, for all four years in the table. (2)SEC rules require certain adjustments be made to the summary compensation table totals to determine "compensation actually paid" as reported in the pay versus performance table. "Compensation actually paid" does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated in accordance with Item 402(v) of Regulation S-K. For 2023 the values included in these columns reflected the following adjustments:

  129. Pay versus Performance Table

    | PEO | 2023 | | Summary compensation table total | $11,650,671 | | +/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end | $2,324,823 | | +/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $5,539,158 | | +/- year over year change in fair value of equity awards granted in prior years that vested in the covered year | $1,269,760 | | Compensation actually paid | $20,784,412 | | Non-PEO NEOs (Average) | 2023 | | Summary compensation table total | $3,680,581 | | +/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end | $576,386 | | +/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end | $1,163,146 | | +/- year over year change in fair value of equity awards granted in prior years that vested in the covered year | $129,867 | | Compensation actually paid | $5,549,980 |

  130. Pay versus Performance Table

    (3)Non-PEO NEOs included in the average calculations are: 2023: Robert Deshaies, Jay Dearborn Jr., Jagtar Narula, and Sachin Dhawan 2022: Jagtar Narula, Jennifer Kimball, Robert Deshaies, Jay Dearborn Jr., and Karen Stroup 2021: Roberto Simon, Scott Phillips, Robert Deshaies, and David Cooper 2020: Roberto Simon, Scott Phillips, Robert Deshaies, and Jay Dearborn Jr.

  131. Pay versus Performance Table

    | 70 | WEX Inc. |

  132. Pay versus Performance Table

    (4)Peer group total shareholder return was calculated using the S&P 400 Data Processing and Outsourced Services Index in 2020, 2021, and 2022 and the S&P 400 Diversified Financial Services Industry Index (Capital IQ: S&P 400 Financial Services (Industry)(24-AUG-07) Index; constituents as of December 31, 2023 include EEFT, MTG, WEX, WU, VOYA, ESNT, EQH.) in 2023. In March of 2023, the S&P 400 Data Processing and Outsourced Services Index was discontinued and the former constituents of the Data Processing & Outsourced Services sub-industry were reclassified into various sub-industries within the Financials, Industrials, and Consumer Discretionary industries. Given this change, we evaluated various indices to select a new peer group. We believe the S&P 400 Diversified Financial Services Industry Index represents an appropriate benchmark because it includes WEX and a broad range of peers with a similar market cap to WEX while maintaining a relatively balanced impact to the performance of the index based on weightings. Because the S&P 400 Data Processing and Outsourced Services Index was discontinued in March 2023 the total shareholder return for the year ended December 31, 2023 is not included as a comparison to the newly-selected peer group. (5)Adjusted Net Income - Earnings Per Share, or "ANI EPS", a non-GAAP measure, is calculated as defined in Appendix A.

  133. Pay versus Performance Descriptive Disclosure

    Pay versus Performance Descriptive Disclosure We chose ANI EPS as our Company Selected Measure for evaluating Pay versus Performance because it is typically a key metric in our annual LTIP PRSU grants. The Company does not consider the increase in Net Income over the four-year period to be directly correlated to "compensation actually paid" because Net Income is not a metric in our STIP or our LTIP PRSU plan. We note that over the two year period from 2020 to 2022, our TSR was generally trending in a manner contrary to the TSR for our peer group. During 2023, our TSR trended consistent with our peer group. Year 2023 >> An increase in estimated performance attainments on our 2022 LTIP PRSU awards during 2023, which are largely based on our Compensation Net Revenue and ANI EPS over the period of 2022 to 2024, coupled with an increase in our stock price from year-end 2022 to year-end 2023, contributed to an increase in "compensation actually paid" to our CEO and NEOs during 2023. Net income did not directly impact the increase in "compensation actually paid" as it is not a metric in our STIP or PRSU incentive programs. Year 2022 >> An increase in our stock price from year-end 2021 to year-end 2022 coupled with an increase in estimated performance attainments on our 2021 LTIP PRSU awards during 2022, which are largely based on our Compensation Net Revenue and ANI EPS over the period of 2021 to 2022, contributed to an increase in "compensation actually paid" to our CEO and NEOs during 2022. Net Income did not directly impact the decline in "compensation actually paid" as it is not a metric in our STIP or PRSU incentive programs. Year 2021 >> The Company's TSR performance lagged our peers in 2021, which contributed to a decrease in "compensation actually paid" to our CEO and NEOs in 2021, along with a decrease in our stock price from year-end 2020 to year-end 2021. Due to the majority of our outstanding PRSU awards during 2021 being based solely on TSR results, the increase in ANI EPS during 2021 did not contribute significantly to "compensation actually paid". Net income did not directly impact the decline in "compensation actually paid" as it is not a metric in our STIP or PRSU incentive programs. Year 2020 >> A decrease in our stock price from year-end 2019 to the 2020 vest dates of certain 2017 LTIP PRSU awards and performance-based stock options, offset only in part by an increase in our stock price from 2020 grant dates to year-end 2020 coupled with the Company's TSR performance outperforming our PRSU comparative group in 2020, contributed to decreases in "compensation actually paid" to our CEO and NEOs during 2020. Net income did not directly impact the decline in "compensation actually paid" as it is not a metric in our STIP or PRSU incentive programs. ANI EPS had a net positive impact on "compensation actually paid" as performance against goals established in 2018 and 2019 for this metric for the corresponding payouts exceeded target.

  134. Pay versus Performance Tabular List

    Pay versus Performance Tabular List The table below lists in the Company's assessment, the most important performance measures used to link "Compensation Actually Paid" for our NEOs to Company performance over the fiscal year ending December 31, 2023. These measures are used to help determine the STIP (Adjusted Revenue and Adjusted Operating Income) and LTIP (Adjusted Revenue and ANI EPS) payouts for each of the NEOs. For more information on our STIP and LTIP programs and actual payouts for each NEO, see "Compensation Discussion and Analysis" beginning on page 42 of this Proxy Statement. The performance measures included in this table are not listed in rank order by relative importance.

  135. Pay versus Performance Tabular List

    | Most important performance measures | | Adjusted Revenue | | Adjusted Operating Income | | Adjusted Net Income - Earnings Per Share (ANI EPS) |

  136. Pay versus Performance Tabular List

    | 2024 Proxy Statement | 71 |

  137. Pay versus Performance Tabular List

    | Proposal 3 | | | Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2024 | |

  138. Pay versus Performance Tabular List

    In accordance with its Board-approved charter, the Audit Committee of the Board is directly responsible for the appointment, compensation, retention, and oversight of the independent external audit firm retained to audit the Company’s consolidated financial statements. The Audit Committee has selected Deloitte & Touche LLP, or “D&T,” as the independent registered public accounting firm for the Company’s fiscal year 2024. D&T has audited the Company’s consolidated financial statements since 2003. The Audit Committee oversees and is ultimately responsible for the audit fee negotiations associated with our retention of D&T. To assure continuing auditor independence, the Audit Committee periodically considers whether there should be a regular rotation of the independent external audit firm. Stockholder ratification of the appointment is not required under the laws of the State of Delaware, but the Audit Committee has decided to request that the stockholders ratify the appointment. A representative of D&T will attend the meeting to answer appropriate questions from stockholders and will have the opportunity to make a statement on behalf of the firm, if he or she so desires. The Audit Committee and the Board believe that the continued retention of D&T to serve as our independent external audit firm is in our best interests and those of our stockholders. If this proposal is not approved by our stockholders at the Annual Meeting, the Audit Committee will reconsider its selection of D&T. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any point during the year if it determines that making a change would be in the best interests of the Company and our stockholders.

  139. Pay versus Performance Tabular List

    | Our Board of Directors recommends a vote FOR the ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the Company's fiscal year 2024. |

  140. Pay versus Performance Tabular List

    | 72 | WEX Inc. |

  141. How many votes are required for the election of directors?

    How many votes are required for the election of directors? Under our By-Laws, in a meeting that is not a Contested Election Meeting (as such term is defined in our By-Laws), a nominee will be elected to the Board if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election, with abstentions and “broker non-votes” not counting as votes “for” or “against.” Pursuant to our Corporate Governance Guidelines, a condition of nomination by the Board for re-election as a director is that each incumbent director must deliver a resignation to the Board that only becomes effective if such uncontested incumbent director nominee receives a majority of votes “against” his or her election, and the Board determines to whether to accept the resignation within 90 days following certification of the stockholder vote (based on the recommendation of a committee of independent directors after the evaluation of numerous factors). We will publicly disclose the Board's decision and its reasoning with regard to the offered resignation. How many votes are needed to approve the advisory (non-binding) vote on the compensation of our Named Executive Officers and to ratify the selection of the independent registered public accounting firm? The affirmative vote of a majority of votes cast affirmatively or negatively on the matter is required for the approval of the advisory (non-binding) vote on the compensation of the named executive officers and the approval of the ratification of the selection of the independent registered public accounting firm. A broker non-vote will be treated as not being entitled to vote on any proposals other than the proposal to ratify the selection of the independent registered accounting firm. Under our By-Laws, abstentions and broker non-votes are not counted as votes for or against any matter and therefore, will not be included in the numerator or the denominator. Because these are advisory votes, there is no required approval threshold for these proposals.

  142. What happens if a director nominee is unable to stand for election?

    What happens if a director nominee is unable to stand for election? The Board may reduce the number of directors or select a substitute nominee. In the latter case, if you have submitted your proxy, the persons named in the proxy can vote your shares for a substitute nominee. The person you authorize to vote on your behalf cannot vote for more than four nominees.