DEF 14A of WEX Inc., Apr 17, 2025

DEF 14A of WEX Inc.

Filed Apr 17, 2025 · FY20240001309108-25-000073

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors We are asking stockholders to elect each of our director nominees to serve as directors for a one-year term on the Board of Directors (the “Board”), expiring at the 2026 Annual Meeting of Stockholders, and until their respective successors are elected and qualified.

  2. Our Board of Directors

    | 2025 Proxy Statement | 3 |

  3. Our Board of Directors

    The following table provides summary information about each director nominee, including their current committee assignments:

  4. Our Board of Directors

    | | Name and Primary Occupation | | | Age | Director Since | Current Committee Membership(1) | | | | | | | | | | | | AC | LDCC | CGC | FC | TC | | | | Nancy Altobello | | 67 | 2021 | | M | C | | | | | | Former Global Vice Chair, Ernst & Young | | | | | | | | | | | | Daniel Callahan | | 68 | 2019 | | M | | | C | | | | Former Global Head of Operations and Technology, Citigroup | | | | | | | | | | | | Aimee Cardwell | | 57 | 2023 | M | | | | M | | | | Former Executive Vice President, and Chief Information Security Officer, UnitedHealth Group | | | | | | | | | | | | Shikhar Ghosh | | 67 | 2005 | | | M | | M | | | | Professor of Management Practice, Harvard Business School | | | | | | | | | | | | James Groch | | 63 | 2020 | M | | | C | | | | | Former Chief Financial Officer, Global Group President, and Chief Investment Officer, CBRE Group, Inc. | | | | | | | | | | | | James Neary | | 60 | 2016 | | M | | M | | | | | Managing Director, Co-head of US Private Equity, and a member of the Executive Management Group of Warburg Pincus | | | | | | | | | | | | Derrick Roman | | 61 | 2021 | C | | | M | | | | | Former Partner, PricewaterhouseCoopers | | | | | | | | | | | | Melissa Smith | | 56 | 2014 | | | | | | | | | Chair, Chief Executive Officer, and President, WEX Inc. | | | | | | | | | | | | Stephen Smith | | 54 | 2019 | | C | | M | | | | | President and Chief Executive Officer, L.L.Bean | | | | | | | | | | | | Susan Sobbott | | 60 | 2018 | M | | M | | | | | | Former President of Global Commercial Services, American Express Company | | | | | | | | | | | | Jack VanWoerkom | | 71 | 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 | M – Member | - Independent | | LDCC – Leadership Development and Compensation Committee | TC – Technology and Cybersecurity Committee | | | | CGC – Corporate Governance Committee | C – Chair | | |

  6. Our Board of Directors

    (1)If director nominees are elected by stockholders, the composition of the Board's committees following the Annual Meeting will be unchanged.

  7. Our Board of Directors

    | 4 | WEX Inc. |

  8. Election of Directors

    Election of Directors

  9. Selection of Director Nominees

    Selection of Director Nominees The Corporate Governance Committee of the Board is responsible for identifying individuals qualified to be 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, qualifications, backgrounds, and experiences to maintain a high-functioning and adept Board. Due to our Board's active succession planning, since 2018, six 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 the evolution of our business and the general business environment. In light of the Company’s current business and strategic priorities, the Corporate Governance Committee values and seeks individuals with the following types of experience:

  10. Selection of Director Nominees

    | | FINANCE, ACCOUNTING, OR REPORTING EXPERIENCE — Individuals with an understanding of finance and financial reporting processes enhance our oversight and strategic decision-making through proficiency in financial statements, strategic financing transactions, capital allocation and financial metrics important to our performance. We place a high importance 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 with legal or regulatory experience provide significant insights into addressing legal and public policy issues, particularly in areas related to our Company’s business and operations, which bolsters our ability to navigate the complexities of today's regulatory environment and maintain compliance with a variety of regulatory requirements across a number of countries. | | | 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 and enhance our ability to analyze the “fit” and benefits of a proposed transaction with our strategy, oversee the valuation and execution of transactions, and assess 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, enhance our ability to navigate uncertainties and make informed, strategic decisions, and strengthen our governance. | | | GLOBAL OR INTERNATIONAL BUSINESS EXPERIENCE — Because our Company is a global organization, individuals with broad international exposure provide useful business and cultural perspectives. Directors who have had relevant experience with multinational companies or in international markets add significant perspective to the oversight of our business. | | | TECHNOLOGY EXPERIENCE — As a technology company and leading innovator, individuals with backgrounds in technology are vital to our success, which depends on developing, investing in and protecting new technologies and ideas, including AI. Directors who can provide insight into emerging trends and advancements help guide the Company in advancing our strategy, governance, and competitive edge. | | | INDUSTRY EXPERIENCE — Individuals with experience in the financial technology industry generally and mobility, corporate payments and benefits industries specifically provide valuable insights for our business. | | | SUSTAINABILITY (AND HCM) EXPERIENCE — Individuals with broad sustainability and Human Capital Management ("HCM") experience enhance our oversight and perspective in these areas as we continue to advance them in order to help us achieve our business goals. | | | CYBERSECURITY EXPERIENCE — Individuals with cybersecurity experience from both a technical and governance perspective help ensure that our Board and Company provide appropriate oversight over the Company's cybersecurity program. |

  11. Selection of Director Nominees

    | 2025 Proxy Statement | 13 |

  12. Director Nominees and Background Information

    Director Nominees and Background Information

  13. Director Nominees and Background Information

    | | | | | Nancy Altobello Former Global Vice Chair, Ernst & Young Age: 67 Director Since: 2021 Independent: Yes Board Committees: •Corporate Governance Committee (Chair) •Leadership Development and Compensation Committee Additional Public Company Boards: •MarketAxess Holdings Inc. •Amphenol Corporation |

  14. 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 through her retirement in 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 of MarketAxess Holdings Inc., an international financial technology company, chairs their Compensation and Talent Committee and sits on their Nominating and Governance Committee. 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 Committee. 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 served 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. |

  15. Director Nominees and Background Information

    | 14 | WEX Inc. |

  16. Director Nominees and Background Information

    | | | | | Daniel Callahan Former Global Head of Operations and Technology, Citigroup Age: 68 Director Since: 2019 Independent: Yes Board Committees: •Technology and Cybersecurity Committee (Chair) •Leadership Development and Compensation Committee Additional Public Company Boards: •Scotiabank |

  17. 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. |

  18. Director Nominees and Background Information

    | 2025 Proxy Statement | 15 |

  19. Director Nominees and Background Information

    | | | | | Aimee Cardwell Former Executive Vice President and Chief Information Security Officer at UnitedHealth Group Incorporated Age: 57 Director Since: 2023 Independent: Yes Board Committees: •Audit Committee •Technology and Cybersecurity Committee |

  20. 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. |

  21. Director Nominees and Background Information

    | 16 | WEX Inc. |

  22. Director Nominees and Background Information

    | | | | | Shikhar Ghosh Professor of Management Practice, Harvard Business School Age: 67 Director Since: 2005 Independent: Yes Board Committees: •Corporate Governance Committee •Technology and Cybersecurity Committee |

  23. 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 Synthetic Biology. He has been on the faculty since August 2008 and is Co Chairman of the Rock Center for Entrepreneurship at Harvard University as well as a co-chairman of the Harvard Business School Foundry and leads the AI Observatory. The Harvard Business School Foundry is a multi-year initiative on developing entrepreneurial ventures globally. The AI Observatory is an initiative to map the impact of artificial intelligence on business and society. 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 and artificial intelligence systems. 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 Class of 1961 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 companies developing advanced AI applications and systems for health care, payments and SAAS businesses. He also has experience scaling international business including internet payment systems and large scale healthcare operations through, 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 over 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. |

  24. Director Nominees and Background Information

    | 2025 Proxy Statement | 17 |

  25. Director Nominees and Background Information

    | | | | | James Groch Former Chief Financial Officer, Global Group President, and Chief Investment Officer, CBRE Group, Inc. Age: 63 Director Since: 2020 Independent: Yes Board Committees: •Finance Committee (Chair) •Audit Committee |

  26. 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) and co-founded Ethos Development, LLC. Prior to CBRE, from 1991 to 2009, Mr. Groch held numerous senior executive roles at Trammell Crow Company, a NYSE company from 1997, which was 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. |

  27. Director Nominees and Background Information

    | 18 | WEX Inc. |

  28. 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: 60 Director Since: 2016 Independent: Yes Board Committees: •Finance Committee •Leadership Development and Compensation Committee Additional Public Company Boards •Sotera Health |

  29. 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. |

  30. Director Nominees and Background Information

    | 2025 Proxy Statement | 19 |

  31. Director Nominees and Background Information

    | | | | | Derrick Roman Former Partner, PricewaterhouseCoopers LLP Age: 61 Director Since: 2021 Independent: Yes Board Committees: •Audit Committee (Chair) •Finance Committee Additional Public Company Boards •CommScope Holding Company, Inc. |

  32. 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 and 2024 Most Influential 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. |

  33. Director Nominees and Background Information

    | 20 | WEX Inc. |

  34. Director Nominees and Background Information

    | | | | | Melissa Smith Chair, Chief Executive Officer, and President, WEX Inc. Age: 56 Director Since: 2014 Independent: No Additional Public Company Boards: •Equifax Inc. |

  35. 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. 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. |

  36. Director Nominees and Background Information

    | 2025 Proxy Statement | 21 |

  37. Director Nominees and Background Information

    | | | | | Stephen Smith President, Chief Executive Officer, and Board Member, L.L.Bean Age: 54 Director Since: 2019 Independent: Yes Board Committees: •Leadership Development and Compensation Committee (Chair) •Finance Committee |

  38. Director Nominees and Background Information

    | Mr. Smith is the President and Chief Executive Officer of L.L.Bean, a privately held omnichannel 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. |

  39. Director Nominees and Background Information

    | 22 | WEX Inc. |

  40. Director Nominees and Background Information

    | | | | | Susan Sobbott Former President of Global Commercial Services, American Express Company Age: 60 Director Since: 2018 Independent: Yes Board Committees: •Audit Committee •Corporate Governance Committee |

  41. Director Nominees and Background Information

    | Ms. Sobbott was an officer at the American Express Company ("AMEX"), a globally integrated payments company, prior to her departure in 2018. At AMEX, 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 through 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 AMEX 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 Next Insurance, an AI-based technology provider of tailored business insurance to small businesses, Bambee, a private AI-based 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. She is a strategic advisor to a range of fintech and financial services firms. Ms. Sobbott served on the board of The Children’s Place, the largest public children’s apparel retailer in North America, from 2014 to 2019. She also served on the board of Red Ventures, a privately held digital marketing provider for the world’s biggest consumer brands, from 2012 to 2020 and served on the board of Lola.com, a VC backed 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, 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 leading multibillion-dollar divisions, where potential acquisitions to accelerate growth were evaluated, Ms. Sobbott was also a member of the firm’s Operating Committee and Enterprise Risk Management Committee where corporate strategy included evaluating and integrating acquisitions. As a board member at Red Ventures, she oversaw many significant acquisitions and integrations. Global or International Business Ms. Sobbott managed a global business operating in 200 countries, serving global enterprise clients 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 international licensing agreements in other countries and a global supply chain, while simultaneously serving on the board of Red Ventures, a privately held digital marketing provider for global brands, and which expanded to both Brazil and Europe with local operations. 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 specific responsibility for fraud, credit losses, and regulatory compliance across the multi-billion dollar 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. |

  42. Director Nominees and Background Information

    | 2025 Proxy Statement | 23 |

  43. 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: 71 Director Since: 2005 Independent: Yes Board Committees: •Corporate Governance Committee •Leadership Development and Compensation Committee |

  44. 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. |

  45. Director Nominees and Background Information

    | 24 | WEX Inc. |

  46. 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 2024. The Board made changes to the director compensation program, increasing the Annual Lead Director Cash retainer from $125,000 to $135,000 and increasing the annual equity retainer from the equivalent of approximately $200,000 worth of RSUs to the equivalent of approximately $215,000 worth of RSUs, both changes effective October 1, 2024, 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.

  47. 2024 Director Compensation

    2024 Director Compensation Our non-employee directors earned the following aggregate amounts of compensation in exchange for their service to the Board during the year ended December 31, 2024:

  48. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash | Stock Awards(1) | Total | | Nancy Altobello | $105,000 | $200,035 | $305,035 | | Daniel Callahan | $316 | $304,719 | $305,035 | | Aimee Cardwell(2) | $85,000 | $300,053 | $385,053 | | Shikhar Ghosh | $85,000 | $200,035 | $285,035 | | James Groch(3) | $287 | $297,605 | $297,892 | | James Neary(3) | $92,143 | $200,035 | $292,178 | | Derrick Roman | $115,000 | $200,035 | $315,035 | | Stephen Smith | $110,000 | $200,035 | $310,035 | | Susan Sobbott | $85,000 | $200,035 | $285,035 | | Regina O. Sommer(4) | $30,357 | $— | $30,357 | | Jack VanWoerkom | $127,500 | $200,035 | $327,535 |

  49. 2024 Director Compensation

    (1)This column includes the aggregate grant date fair value of stock awards granted to non-employee directors, which includes the annual equity retainers and any new director equity awards granted on May 9, 2024, the date of the Company's 2024 Annual Meeting of Stockholders, and includes any portion of the quarterly cash retainers or annual equity retainers that the non-employee director elected to receive as deferred stock units (see "Fee Deferral" below). 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 awards were granted. The number of units credited to each non-employee director in 2024 was calculated by dividing the value of the award by the NYSE closing price per share of our common stock on the date of grant, which was $208.37 on May 9, 2024 (the date of the Company's 2024 Annual Meeting of Stockholders) for the annual equity retainers and new director equity awards and $237.53 on March 31, 2024, $177.14 on June 30, 2024, $209.73 on September 30, 2024 and $175.32 on December 31, 2024 (the respective grant dates) for the quarterly cash retainers elected to be received as DSUs. The aggregate number of unvested RSUs outstanding as of December 31, 2024 was 1,440 for Ms. Cardwell and 960 for each other non-employee director in the table above, except for Ms. Sommer who did not stand for re-election at the 2024 Annual Meeting and as such did not have any RSUs outstanding as of December 31, 2024. These RSUs vest on the first anniversary of the 2024 Annual Meeting of Stockholders, which is May 9, 2025. (2)On December 7, 2023, the Board elected Aimee Cardwell to the Board. At the 2024 Annual Meeting, Ms. Cardwell was granted both an annual equity retainer and new director equity grant upon election by our stockholders. (3)Reflects prorated payments of Finance Committee Chair fees due to Finance Committee Chair transition after the 2024 Annual Meeting. (4)In 2024, Regina Sommer was not re-nominated for election to the Board and, therefore, did not stand for re-election at the 2024 Annual Meeting. The cash fees paid to Ms. Sommer were pro-rated to reflect her period of service during 2024.

  50. 2024 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/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, with a heightened ownership requirement for the CEO (6.0x) •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 mandatory and supplemental clawback policies, with the supplemental clawback policy extending beyond NYSE requirements that mandate recovery of performance-based equity awards in the event of a restatement to allow for recovery of time- and performance-based equity awards in the event of misconduct, as defined in the policy •Design the majority of compensation to be variable •Provide a multi-year vesting period for long-term awards | •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 •Permit hedging or pledging for our Executive Officers, Directors, and Designated Employees (as determined under our Insider Trading Policy) |

  51. Summary of WEX’s 2024 Executive Compensation Program

    | Compensation Element | 2024 Outcome | | Base Salary- Fixed rate of pay | Our CEO and CFO received base salary increases of 11.4% and 5%, respectively, 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%) The funded payout may be increased or decreased 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 66.1% of target on an overall corporate basis, based on objective performance against predefined enterprise-wide quantitative goals. Two NEO STIP payments were adjusted via individual modifiers, one received a -10.0% modifier and another received a +10.0% modifier. These adjustments were applied based on 2024 results versus pre-defined individual goals; across the leadership team, such individual performance modifiers were applied on approximately a zero-sum basis. |

  52. Summary of WEX’s 2024 Executive Compensation Program

    | Long-Term Incentive Plan (“LTIP”) Our 2024 target long-term incentive mix for our CEO was 65% PRSUs and 35% MSUs; the target long-term incentive mix for our other NEOs was 60% PRSUs, 20% MSUs, and 20% RSUs. PRSUs: •Payout can range from 0-200% of target stock units 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 MSUs: •Payouts can range from 0-200% of target stock units •Payout factor directly aligned with the change in the price of a share of our common stock between grant and vest dates* •Up to 1/3 of award vests on an annual basis on the anniversary of the grant date over a 3-year period based on the payout factor •Rewards long-term stockholder value creation RSUs: •1/3 of awards vest annually for 3-years on the anniversary of the grant date •Supports long-term stockholder value creation and encourages retention | PRSUs granted in 2022 with a multi-year performance period through December 31, 2024 paid out at 163.8% of target, based on 3-year financial performance. Adjusted Net Revenue scored at 200% achievement relative to goals. Compensation Adjusted Net Income Earnings per Share scored at 139.6%. As a result, the final payout was 163.8% of target stock units. The first tranche of the MSU awards granted on March 15, 2024 paid out at 67.2% of target stock units, or approximately 44.7% of target grant value, based on stock price performance over the measurement period. |

  53. Summary of WEX’s 2024 Executive Compensation Program

    * The payout factor for MSUs is a ratio of the average of the closing price on the measurement date plus the nine prior trading days divided by the average stock price on the grant date (also a 10-day average). The minimum payout factor that must be achieved to earn a payout is 60% and the maximum payout factor is 200%.

  54. Pay Mix

    Pay Mix For 2024, 92% of our CEO's target total direct compensation was variable ("at risk"). Additionally, beginning with 2024, 100% of her long-term incentive mix was performance contingent compared to 85% in 2023, as the Committee approved the replacement of stock options and RSUs with MSUs. This directly ties pay to Company performance outcomes, including financial results, strategic initiatives, and stock price performance, which the Committee believes directly aligns with the interests of our stockholders.

  55. 2024 CEO Long-Term Incentive Mix

    2024 CEO Long-Term Incentive Mix The majority of the compensation for the remaining NEOs is also variable and tied directly to Company performance outcomes, as described in this CD&A.

  56. 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. During 2024, 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 2024 and, when requested by the Committee Chair, participates in preparatory meetings and executive sessions.

  57. Independent Compensation Consultant

    | 48 | WEX Inc. |

  58. 2024 Total Direct Compensation

    2024 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 structured our NEOs’ 2024 cash compensation so that a significant portion is at risk under the Company’s short-term incentive plan, payable primarily based on enterprise results, and to a lesser degree based on individual, performance. We further detail each component of total direct compensation below.

  59. 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. This framework holds the NEO group accountable for the same corporate metrics and goals, while also emphasizing and holding each NEO accountable for individual and business unit performance, where applicable. We aim to set rigorous STIP performance goals, and our STIP payouts vary from year-to-year based on results. For 2024, we established 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 role change. 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 performance components used for the 2024 STIP and the weighting of each component of the 2024 STIP for each NEO.

  60. Short-Term Incentive Plan

    | | Weighting Used in Determination of 2024 STIP Payout(1)(2) | | Corporate Goals | NEOs | | Adjusted Revenue | 40% | | Adjusted Operating Income | 60% |

  61. Short-Term Incentive Plan

    (1)The percentages represent the weight that the corporate goals are applied to each NEO in determining their actual 2024 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. 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 2024 corporate STIP goals and the initial payout factor associated with those goals based on the actual 2024 performance, that may be further adjusted based on the IPF (see below). See various STIP related tables below for additional detail.

  62. Short-Term Incentive Plan

    | | | 2024 Corporate Short-Term Incentive Plan | | | | | | | | | | | | Performance Goals ($000s) | | | | | 2024 Actual | | | | | Corporate Goals | Weight (%) | Threshold (50% payout) | Target Performance Goal (100% payout) | | Maximum (200% payout) | | Actual Performance | | Actual % Performance | Payout based on Actual 2024 Performance* | | Adjusted Revenue(1) | 40% | $2,592.6 | | $2,729.1 | | $2,865.6 | | $2,614.3 | 57.9% | 23.2% | | Adjusted Operating Income(2) | 60% | $1,030.1 | | $1,107.6 | | $1,163.0 | | $1,063.6 | 71.6% | 43.0% | | Weighted Average Payout | | | | | | | | | | 66.1% |

  63. Short-Term Incentive Plan

    (1)Adjusted Revenue means 2024 total revenue as reported in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 ("Form 10-K") adjusted for: the difference between 2024 reported fuel prices and foreign exchange rates and Board-approved, budgeted 2024 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 2024 operating income as reported in the Company's Annual Report on Form 10-K, for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025 ("Form 10-K") adjusted for: foreign exchange rate impacts compared to the Board approved 2024 Budget, fuel price differences compared to the Board approved 2024 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. * The sum of the percentages may differ slightly from the final weighted average payout percentage due to rounding. 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 2024. 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.

  64. Short-Term Incentive Plan

    | 50 | WEX Inc. |

  65. Short-Term Incentive Plan

    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:

  66. Short-Term Incentive Plan

    | M. Smith | Goal Results | | FY2024 Performance Results | •Executed against our strategic priorities and delivered a record-high $2.63 billion in revenue, a 3% increase from 2023. •Grew adjusted operating income to $1,059.7 million, a 3% increase over 2023. •Exceeded our goal of generating $100 million in run-rate cost savings. •Made meaningful progress transforming with AI through increased productivity, and achieved 100% of employee directors and above participation rate in AI training. •Established AI innovation pipeline and successfully piloted a number of AI-first products to support a better customer experience. •Introduced the Product Operating Model to increase the speed of innovation and experimentation. •Made significant advancements in our energy transition strategy and brand positioning. •Exceeded employee engagement results benchmarks in the technology organization. | | J. Narula | Goal Results | | FY2024 Performance Results | •Supported achievement of the Company’s budget goals by actively managing costs despite macroeconomic headwinds. •Exceeded our goal of generating $100 million in run-rate cost savings. •Amended our Credit Agreement to increase our term loans outstanding and revolving credit facility availability by over $225 million combined. •Repriced the applicable interest margins on our Credit Agreement, which is expected to reduce interest expense by more than $10 million per year, assuming borrowing levels remain consistent with those of 2024. •Maintained a balanced capital allocation approach including share repurchases of approximately $650 million representing approximately 3.3 million shares, or 8 percent of our shares outstanding as of the beginning of 2024. •Maximized yields for Benefits business through optimization of HSA placement strategy. |

  67. Short-Term Incentive Plan

    | 2025 Proxy Statement | 51 |

  68. Short-Term Incentive Plan

    | S. Dhawan | Goal Results | | FY2024 Performance Results | •Made meaningful progress in the deployment of AI initiatives in the technology organization resulting in improvements in employee productivity, technology productivity, and AI enabled security. •Successfully piloted a number of AI-first products to support a better customer experience. •Introduced the Product Operating Model to increase speed of innovation and experimentation. •Led significant improvements in our technology operations for the Benefits business resulting in improved customer experience. •Hired top talent into critical roles in the technology organization, while exceeding technology employee engagement results benchmarks. | | R. Deshaies | Goal Results | | FY2024 Performance Results | •Achieved cost and organizational operational efficiency efforts. •Standardized NPS scores across the Benefits business. •Maximized yields for Benefits business through optimization of HSA placement strategy and expanding HSA pathways to additional audiences. •Led domestic efforts to meet our customers where they are in their mixed-fleet journey to integrate both electric and ICE vehicles. | | K. Stroup | Goal Results | | FY2024 Performance Results | •Made meaningful progress in AI initiatives through increased productivity. •Successfully piloted a number of AI-first products to support a better customer experience. •Introduced the Product Operating Model to increase speed of innovation and experimentation. •Made significant progress to improve the Benefits platform. •Led efforts to boost the innovation pipeline for the Company across all levels including intake, vetting, prioritization, and pilot phases. |

  69. 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 2024 STIP payments are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2024, 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 2024 STIP awards. The awards as a percentage of the target are displayed for each component.

  70. Short-Term Incentive Plan

    | 52 | WEX Inc. |

  71. 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%) |

  72. 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) | Individual Performance Factor % (e) | Final Award $ (c) x (d) x (e) | Final Award as a % of Target $ (d) x (e) | | Melissa Smith | $975,000 | 150% | $1,462,500 | 66.1% | 100% | $966,713 | 66.1% | | Jagtar Narula | $525,000 | 100% | $525,000 | 66.1% | 100% | $347,025 | 66.1% | | Sachin Dhawan | $525,000 | 85% | $446,250 | 66.1% | 110% | $324,468 | 72.7% | | Robert Deshaies | $610,000 | 100% | $610,000 | 66.1% | 90% | $362,889 | 59.5% | | Karen Stroup | $515,000 | 85% | $437,750 | 66.1% | 100% | $289,353 | 66.1% |

  73. Short-Term Incentive Plan

    (1)Reflects annual salary as of December 31, 2024.

  74. 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 2024 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 financial performance goals and are subject to time-based vesting, as described below, (ii) MSUs, which generally vest from 0% to 200% of target stock units based on WEX absolute stock price performance over the performance period and are subject to time-based vesting, as described below and, for our non-CEO NEOs (iii) RSUs, which vest based on the passage of time and fluctuate in value based on changes in our stock price. PRSUs, MSUs, and RSUs generally vest over a three-year period. The market share unit, or MSU vehicle was introduced as a part of WEX's equity based compensation program for the first time in 2024, while stock options were not awarded in 2024. MSUs, are a form of PRSU, a performance-contingent equity award where the payout factor is entirely based on the change in the price of WEX common stock between grant date and each vest date. These awards vest ratably over 3 years on the anniversary of the grant date, with payout contingent upon absolute share price performance . For example, if the price, as calculated under the terms of the MSU award, goes up 10% between grant date and vest date, then 110% of target MSUs will vest, and if the price, as calculated under the terms of the MSU award, goes down 10%, then 90% of target MSUs will vest. We believe MSU awards support our ability to differentiate our long-term incentive program and attract top notch executive talent. Unlike stock options, MSUs do not have a 10-year term for exercise. Instead, they have fixed conversion dates over a 3-year period, which support the ongoing importance of the performance of the price of our common stock. For example, if our share price performance is below a certain level between the grant date and a vest date, a MSU is forfeited. In addition, we also believe that MSUs have greater retentive value than stock options, as they are a simpler equity vehicle that also retains some value under certain downside share price performance scenarios, and the conversion, or payout, timeframe for MSUs better aligns with competitive market practices than stock options. 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. Actual compensation is intended to vary versus target compensation based on actual 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, MSU, or PRSU awards.

  75. Long-Term Incentive Compensation

    | 2025 Proxy Statement | 53 |

  76. 2024 LTIP

    2024 LTIP For 2024, equity grants were 60% PRSUs, 20% MSUs, and 20% RSUs for our non-CEO NEOs. The mix for our CEO was 65% PRSUs and 35% MSUs, which is 100% performance-contingent. We started granting MSUs in lieu of stock options in 2024. The 2024 LTIP was designed to support our multi-year strategic plan and consider absolute stock price performance outcomes, rewarding each of the NEOs for their anticipated contribution to the achievement of plan goals during the cumulative three-year performance period from January 1, 2024 to December 31, 2026. Three long-term incentive vehicles are used to accomplish this: •PRSUs: Two primary performance metrics for the PRSU awards, Adjusted Net Income Earnings Per Share, weighted 60%, and Adjusted Net Revenue, weighted 40% determine the payout. Payout and targets for the 2024 PRSUs will be disclosed in the proxy statement for the 2027 Annual Meeting, once the performance period is complete. If earned, PRSUs will cliff vest on the third anniversary of the grant date. •MSUs: Are eligible to vest based on the performance of our stock price each year over the 3-year vesting period, which is in three tranches, with each vesting date being a fixed conversion date. For MSUs each 1% increase or decrease in stock price results in a 1% increase or decrease in the number of MSUs earned at the end of the performance period with a maximum payout at 200% stock price appreciation and a threshold of 40% stock price depreciation, below which no MSUs are earned. Accordingly, the target quantity for each tranche is equal to one-third of the total MSU grant. The first tranche vests based on a one-year performance period, the second tranche vests based on a two-year performance period, and the third tranche vests based on a three-year performance period. This rewards the creation of incremental shareholder value over mid-term time periods. Performance is measured based on a payout factor resulting from dividing the average of the closing price on the measurement date plus the nine prior trading days by the average stock price on the grant date (also a 10-day average). If the payout factor is below 60% (i.e., 40% stock price depreciation), no MSUs vest on the applicable vesting date. The payout factor is capped at 200% (i.e., 100% stock price appreciation). •RSUs: Vest according to the historical Company practice of having one-third of each award vest on each of the first three anniversaries of the grant date, assuming continued employment.

  77. 2022 PRSU Grant Payout

    2022 PRSU Grant Payout The 2022 PRSU award was designed to support our multi-year revenue and income growth targets. 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, 2024, 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 163.8% of target stock units, given actual cumulative three-year financial results versus pre-defined goals, as outlined in the table below.

  78. 2022 PRSU Grant Payout

    | Company Goals | Threshold (50% Payout) | Target (100% Payout) | Maximum (200% Payout) | Weight | Final Performance Factor (% target) | Payout based on 2022-2024 Performance | | Adjusted Revenue ($M)(1) | $6,318 | $6,756 | $7,183 | 40% | 200% | 80.0% | | ANI-EPS(2) | $35.00 | $39.05 | $43.75 | 60% | 140% | 83.8% | | Weighted Average Payout | | | | | | 163.8% |

  79. 2022 PRSU Grant Payout

    (1)Adjusted Revenue is defined as revenue as reported in the Form 10-K filing for the performance period, adjusted for 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.

  80. 2022 PRSU Grant Payout

    | 54 | WEX Inc. |

  81. Changes to CEO Pay Program for 2025

    | Changes Made for 2025 | Rationale | | •Payout for PRSUs will be based 20% on Adjusted Revenue, 30% on ANI-EPS, and 50% on a new relative Total Shareholder Return (TSR) metric, which compares WEX's TSR to a relative TSR comparison group comprised of 33 companies that conduct business in similar industries. •The relative TSR component is capped at target, regardless of WEX's relative share price performance, if WEX's absolute stock price performance is not positive during the three-year performance period. •For payout of the relative TSR portion to exceed target, relative TSR must exceed median; there is no payout for bottom quartile performance, 25th percentile performance equates to a 25% of target payout; and to achieve a maximum payout, at least 80th percentile relative TSR must be achieved. •The PRSUs and MSUs granted in 2025 must be held for one-year following the three-year performance period before they will be paid out (i.e., we added a 1-year post-vest holding requirement). | •Increased emphasis on absolute and relative stock price performance in CEO pay program, while also maintaining alignment with broader leadership team PRSU outcomes. •The relative TSR metric requires outperformance against a specified comparison group in order for an above target payout factor to be achieved. |

  82. 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 2024, our compensation benchmarking peer group consisted of the 16 companies shown below, whose aggregate profile was comparable to WEX. The 2024 peer group was consistent with our peer group for 2023.

  83. Peer Group

    | 2024 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. | |

  84. Peer Group

    | Metrics | WEX ($ millions) | Peer Median ($ millions)(1) | | Market Capitalization | $6,844 | $11,455 | | 2024 Reported Revenue | $2,628 | $1,822 | | 3-Year Reported Revenue Growth | 42% | 36% |

  85. Peer Group

    (1)Source – S&P Capital IQ financial database (with Market Capitalization measured on December 31, 2024). 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. During 2024, 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. 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 2024, our performance benchmarking peer group consisted of the 12 companies shown below. The 2024 performance benchmarking peer group was consistent with our performance benchmarking peer group for 2023.

  86. Peer Group

    | 2024 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 |

  87. Peer Group

    | 56 | WEX Inc. |

  88. 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 2024, 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, mandatory and supplemental clawback policies, anti-hedging and anti-pledging policies; and •Sub-Committee approval for Section 16 Executive compensation, when applicable.

  89. 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 was eligible to participate in the 2017 EDCP during 2024. 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.

  90. Nonqualified Deferred Compensation

    | 58 | WEX Inc. |

  91. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  92. 2024 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 ($)(8)(9) | Total ($) | | Melissa Smith Chair, CEO, and President | 2024 | $955,769 | $— | $10,529,340 | $— | $966,713 | $33,979 | $108,527 | $12,594,328 | | | 2023 | $875,000 | $— | $6,619,058 | $2,206,265 | $1,775,813 | $36,186 | $150,519 | $11,662,841 | | | 2022 | $854,808 | $— | $5,362,593 | $1,787,568 | $2,037,434 | $— | $143,337 | $10,185,740 | | Jagtar Narula Chief Financial Officer | 2024 | $520,192 | $— | $3,153,783 | $— | $347,025 | $— | $54,475 | $4,075,475 | | | 2023 | $500,000 | $— | $1,840,257 | $460,016 | $676,500 | $— | $106,975 | $3,583,748 | | | 2022 | $294,231 | $— | $3,984,766 | $400,010 | $420,779 | $— | $80,203 | $5,179,989 | | Sachin Dhawan Chief Technology Officer | 2024 | $525,000 | $— | $2,759,565 | $— | $324,468 | $— | $34,351 | $3,643,384 | | | 2023 | $30,288 | $425,000 | $3,000,107 | $— | $— | $— | $— | $3,455,395 | | Robert Deshaies Chief Operating Officer, Benefits | 2024 | $610,000 | $— | $2,539,411 | $— | $362,889 | $— | $60,404 | $3,572,704 | | | 2023 | $608,077 | $— | $2,440,080 | $610,007 | $658,388 | $— | $58,018 | $4,374,570 | | | 2022 | $586,538 | $— | $1,932,198 | $483,063 | $686,185 | $— | $78,549 | $3,766,533 | | Karen Stroup ** Chief Digital Officer | 2024 | $515,000 | $— | $2,683,872 | $— | $289,353 | $— | $67,592 | $3,555,817 | | | 2023 | $475,769 | $312,500 | $1,360,016 | $340,072 | $611,197 | $— | $73,951 | $3,173,505 | | | 2022 | $459,615 | $312,500 | $2,540,193 | $260,051 | $498,108 | $— | $3,723 | $4,074,190 |

  93. 2024 Summary Compensation Table

    ** Ms. Stroup was not considered a NEO for 2023. (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. With respect to Mr. Narula and Mr. Dhawan, the dollar amounts set forth in this column for 2022 and 2023, respectively, reflect the fact Mr. Narula began his employment with the Company in May 2022 and Mr. Dhawan began his employment with the Company in December 2023. (2)Amounts in this column represent sign-on bonuses paid to executives as a part of their new employment at WEX. (3)The amounts shown in this column represent the aggregate grant date fair value of PRSUs, RSUs, and MSUs granted during 2024, 2023, and 2022, respectively, calculated in accordance with FASB ASC Topic 718. (4)PRSUs and MSUs reported in this column reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions and/or market conditions, as applicable, at the grant date calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures and expected relative TSR attainment, if applicable. Assuming the highest level of financial performance conditions were achieved for PRSUs, the value for awards granted in 2024 included in the “Stock Awards” column would be approximately $16,810,118 for Ms. Smith; $4,353,793 for Mr. Narula; $3,809,573 for Mr. Dhawan; $3,505,363 for Mr. Deshaies; and $3,705,088 for Ms. Stroup. (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 year ended December 31, 2024 (see note 22), included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2025. (6)The amounts shown in this column reflect the cash incentive awards paid in February 2025 for 2024 STIP results, and include amounts contributed by each NEO on a pre-tax basis to the Company’s 2017 Executive Deferred Compensation Plan (EDCP). (7)The amounts shown reflect SERP above-market earnings.

  94. 2024 Summary Compensation Table

    | 60 | WEX Inc. |

  95. 2024 Summary Compensation Table

    (8)The following table describes the elements that are represented in the “All Other Compensation” column above for 2024:

  96. 2024 Grants of Plan-Based Awards Table

    2024 Grants of Plan-Based Awards Table The following table represents all plan-based awards granted to the Named Executive Officers in 2024:

  97. 2024 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 (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | | Grant Date | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Melissa Smith | STIP | | | $731,250 | $1,462,500 | $2,925,000 | — | — | — | — | — | | | PRSU(4) | 3/15/2024 | 2/14/2024 | — | — | — | 13,525 | 27,049 | 54,098 | — | $6,280,778 | | | MSU(5) | 3/15/2024 | 2/14/2024 | — | — | — | 8,739 | 14,565 | 29,130 | — | $4,248,562 | | Jagtar Narula | STIP | | | $262,500 | $525,000 | $1,050,000 | — | — | — | — | — | | | RSU(6) | 3/15/2024 | 2/14/2024 | — | — | — | — | — | — | 2,584 | $600,005 | | | PRSU(4) | 3/15/2024 | 2/14/2024 | — | — | — | 3,876 | 7,752 | 15,504 | — | $1,800,014 | | | MSU(5) | 3/15/2024 | 2/14/2024 | — | — | — | 1,550 | 2,584 | 5,168 | | $753,764 | | Sachin Dhawan | STIP | | | $223,125 | $446,250 | $892,500 | — | — | — | — | — | | | RSU(6) | 3/15/2024 | 2/14/2024 | — | — | — | — | — | — | 2,261 | $525,004 | | | PRSU(4) | 3/15/2024 | 2/14/2024 | — | — | — | 3,392 | 6,783 | 13,566 | — | $1,575,013 | | | MSU(5) | 3/15/2024 | 2/14/2024 | — | — | — | 1,357 | 2,261 | 4,522 | — | $659,548 | | Robert Deshaies | STIP | | | $305,000 | $610,000 | $1,220,000 | — | — | — | — | — | | | RSU(6) | 3/15/2024 | 2/14/2024 | — | — | — | — | — | — | 2,081 | $483,208 | | | PRSU(4) | 3/15/2024 | 2/14/2024 | — | — | — | 3,121 | 6,241 | 12,482 | — | $1,449,160 | | | MSU(5) | 3/15/2024 | 2/14/2024 | — | — | — | 1,249 | 2,081 | 4,162 | — | $607,043 | | Karen Stroup | STIP | | | $218,875 | $437,750 | $875,500 | — | — | — | — | — | | | RSU(6) | 3/15/2024 | 2/14/2024 | — | — | — | — | — | — | 2,199 | $510,608 | | | PRSU(4) | 3/15/2024 | 2/14/2024 | — | — | — | 3,299 | 6,597 | 13,194 | — | $1,531,823 | | | MSU(5) | 3/15/2024 | 2/14/2024 | — | — | — | 1,319 | 2,199 | 4,398 | | $641,441 |

  98. 2024 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 2024 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 2024, for each NEO, is reported in the Summary Compensation Table. For further details, please see the CD&A section titled Short-Term Incentive Plan. (3)Represents the grant date fair value of RSU, PRSU, and MSU awards determined in accordance with FASB ASC Topic 718.

  99. 2024 Grants of Plan-Based Awards Table

    | 2025 Proxy Statement | 61 |

  100. 2024 Grants of Plan-Based Awards Table

    (4)PRSUs granted on March 15, 2024 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 2024, 2025 and 2026. If earned, these vest in full on March 15, 2027. The number of PRSUs 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. 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. (5)MSUs granted on March 15, 2024 are market-based equity awards that represent a right to receive shares of WEX common stock at specified future dates if certain WEX stock price performance and vesting conditions are met. The MSUs vest in tranches 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 MSUs received by each NEO was determined by dividing the total award amount granted by the closing price of WEX common stock on the date of grant on the New York Stock Exchange. The grant date fair value of each award tranche was estimated at the date of grant using the Monte-Carlo simulation model. Assumptions used in the calculation of these amounts are included in the notes to the Company’s audited financial statements for the fiscal year ended December 31, 2024 (see note 22), included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 20, 2025. (6)RSUs granted on March 15, 2024 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.

  101. 2024 Grants of Plan-Based Awards Table

    | 62 | WEX Inc. |

  102. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  103. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | Equity Incentive Plan Awards: | | | Name | 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) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Melissa Smith | 3/20/2017 | 23,187 | — | 104.95 | 3/20/2027 | — | — | — | — | | | 5/10/2017 | 4,922 | — | 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 | 16,834 | — | 226.02 | 3/15/2031 | — | — | — | — | | | 3/15/2022 | 16,810 | 8,431 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | 8,997 | 18,024 | 173.56 | 3/15/2033 | — | — | — | — | | | Various | | | | | 50,336 | 8,824,941 | 102,632 | 17,993,442 | | Jagtar Narula | 6/15/2022 | 3,601 | 1,806 | 161.08 | 6/15/2032 | — | — | — | — | | | 3/15/2023 | 1,876 | 3,758 | 173.56 | 3/15/2033 | — | — | — | — | | | Various | | | | | 17,386 | 3,048,131 | 26,240 | 4,600,397 | | Sachin Dhawan | Various | | | | | 7,566 | 1,326,471 | 19,654 | 3,445,739 | | Robert Deshaies | 3/15/2016 | 1,032 | — | 77.20 | 3/15/2026 | — | — | — | — | | | 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 | 3,378 | — | 226.02 | 3/15/2031 | — | — | — | — | | | 3/15/2022 | 4,542 | 2,279 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | 2,487 | 4,984 | 173.56 | 3/15/2033 | — | — | — | — | | | Various | | | | | 19,957 | 3,498,890 | 29,410 | 5,156,161 | | Karen Stroup | 3/15/2022 | 2,445 | 1,227 | 163.22 | 3/15/2032 | — | — | — | — | | | 3/15/2023 | 1,386 | 2,779 | 173.56 | 3/15/2033 | — | — | — | — | | | Various | — | — | — | — | 11,867 | 2,080,523 | 20,550 | 3,602,826 |

  104. Outstanding Equity Awards at 2024 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. (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, 2024:

  105. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Annual RSUs Granted on: | | | Annual PRSU Granted on: | New Hire Awards Granted on: | | | | | March 15, 2022(a) | March 15, 2023(a) | March 15, 2024(a) | March 15, 2022(b) | June 15, 2022(c) | December 15, 2023(d) | Total (#) | | Melissa Smith | 2,195 | 5,088 | — | 43,053 | — | — | 50,336 | | Jagtar Narula | — | 1,769 | 2,584 | — | 13,033 | — | 17,386 | | Sachin Dhawan | — | — | 2,261 | — | — | 5,305 | 7,566 | | Robert Deshaies | 989 | 2,345 | 2,081 | 14,542 | — | — | 19,957 | | Karen Stroup | 533 | 1,307 | 2,199 | 7,828 | — | — | 11,867 |

  106. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Proxy Statement | 63 |

  107. Outstanding Equity Awards at 2024 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, 2025. | | (c) | Mr. Narula's new hire incentive awards include 830 of RSUs that vest on June 15, 2025 and 12,203 of PRSUs that vest in full on March 15, 2025. | | (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. |

  108. Outstanding Equity Awards at 2024 Fiscal Year-End

    (3)Reflects the value as calculated based on the closing price of the Company’s common stock ($175.32) on December 31, 2024. (4)In accordance with SEC rules, the number of PRSUs and MSUs reported in the Outstanding Equity Awards table above, reflect an assumed level of achievement of performance goals, as indicated below, based on the Company's performance as of December 31, 2024. The actual number of shares of common stock, if any, that we will issue in respect of these PRSU and MSU awards is not yet determinable and will depend on the Company's and its common stock's actual performance through the end of the applicable performance period, as applicable. The following table shows assumed level of achievement of the PRSUs and MSUs by grant date, where achievement of the performance conditions have not yet been determined as of December 31, 2024:

  109. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Annual Grant PRSUs March 15, 2023(a) | Annual Grant PRSUs March 15, 2024(b) | Annual Grant MSUs March 15, 2024(c) | New Hire Award December 15, 2023(d) | Total (#) | | Melissa D. Smith | 61,018 | 27,049 | 14,565 | — | 102,632 | | Jagtar Narula | 15,904 | 7,752 | 2,584 | — | 26,240 | | Sachin Dhawan | — | 6,783 | 2,261 | 10,610 | 19,654 | | Robert Deshaies | 21,088 | 6,241 | 2,081 | — | 29,410 | | Karen Stroup | 11,754 | 6,597 | 2,199 | — | 20,550 |

  110. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Stock Award Vesting Schedule (Assuming Performance Conditions are Met) | | | (a) | Vests in full on March 15, 2026. Because performance through the end of 2024 was between the target and maximum levels, the number of shares underlying the awards is based on maximum performance. | | (b) | Vests in full on March 15, 2027. Because performance through the end of 2024 was below target, the number of shares underlying the awards is based on target performance. | | (c) | Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date. Based on the volume weighted average price per share of the Company's common stock over the 10 trading days immediately preceding December 31, 2024, stock price performance was between the threshold and target levels; therefore the number of shares underlying the awards is based on target performance. | | (d) | Mr. Dhawan's new hire incentive award consists of a PRSU, which vests in full on March 15, 2026. Because performance through the end of 2024 was between the target and maximum levels, the number of shares underlying the awards is based on maximum performance. |

  111. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 64 | WEX Inc. |

  112. 2024 Option Exercises and Stock Vested

    2024 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 2024 by each of the NEOs. The value realized on vesting is based on the closing market price of our common stock as reported on the NYSE on the day prior to the applicable vesting date of the stock awards.

  113. 2024 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 | 54,107 | 5,870,462 | 39,298 | 9,193,767 | | Jagtar Narula | — | — | 12,576 | 2,588,547 | | Sachin Dhawan | — | — | 5,304 | 934,565 | | Robert Deshaies | — | — | 10,944 | 2,560,349 | | Karen Stroup | — | — | 6,851 | 1,602,791 |

  114. 2024 Nonqualified Deferred Compensation

    2024 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.

  115. 2024 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 | — | — | 33,979 | — | 230,667 | | | 2005 EDCP | — | — | 146,423 | — | 1,129,865 | | | 2017 EDCP | 241,678 | 58,003 | 295,263 | — | 3,332,768 | | Sachin Dhawan | 2017 EDCP | 32,447 | 19,468 | — | — | 51,915 | | Robert Deshaies | 2017 EDCP | — | — | 18,942 | — | 203,100 | | Karen Stroup | 2017 EDCP | 28,935 | 17,361 | 11,880 | — | 155,968 |

  116. 2024 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 2024. (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 2024 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:

  117. 2024 Nonqualified Deferred Compensation

    | Name | Salary | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Melissa Smith | $— | $241,678 | $— | $241,678 |

  118. 2024 Nonqualified Deferred Compensation

    During the year ended December 31, 2024, 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.

  119. 2024 Nonqualified Deferred Compensation

    | 2025 Proxy Statement | 65 |

  120. 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, 2024.

  121. Potential Payments upon Termination of Employment

    | Named Executive Officer | Voluntary Termination or Involuntary Termination For Cause ($) | Involuntary Termination Other than For Cause or Resignation for Good Reason ($) | Change in Control With Termination ($) | Disability ($)(1) | Death ($)(1) | | Melissa Smith | | | | | | | Acceleration of Equity Awards(2) | — | 6,407,281 | 18,663,308 | — | 18,663,308 | | Salary and Benefits Continuation | — | 1,485,623 | 1,996,246 | — | — | | Short Term Incentive Program | — | 1,462,500 | 2,925,000 | 1,462,500 | 1,462,500 | | Nonqualified Plan Payout(3) | 4,693,300 | 4,693,300 | 4,693,300 | 4,693,300 | 4,693,300 | | Total | 4,693,300 | 14,048,704 | 28,277,854 | 6,155,800 | 24,819,108 | | Jagtar Narula | | | | | | | Acceleration of Equity Awards(2) | — | | 5,453,401 | — | 5,453,401 | | Salary and Benefits Continuation | — | — | 1,091,738 | — | — | | Short Term Incentive Program | — | 808,369 | 1,050,000 | 525,000 | 525,000 | | Nonqualified Plan Payout | — | — | — | — | — | | Total | — | 808,369 | 7,595,139 | 525,000 | 5,978,401 | | Sachin Dhawan | | | | | | | Acceleration of Equity Awards(2) | — | — | 3,842,138 | — | 3,842,138 | | Salary and Benefits Continuation | — | 794,297 | 1,063,595 | — | — | | Short Term Incentive Program | — | — | 892,500 | — | — | | Nonqualified Plan Payout | 51,915 | 51,915 | 51,915 | 51,915 | 51,915 | | Total | 51,915 | 846,212 | 5,850,148 | 51,915 | 3,894,053 | | Robert Deshaies | | | | | | | Acceleration of Equity Awards(2) | — | — | 5,849,784 | — | 5,849,784 | | Salary and Benefits Continuation | — | 937,477 | 1,264,953 | — | — | | Short Term Incentive Program | — | — | 1,220,000 | 610,000 | 610,000 | | Nonqualified Plan Payout(3) | 203,100 | 203,100 | 203,100 | 203,100 | 203,100 | | Total | 203,100 | 1,140,577 | 8,537,837 | 813,100 | 6,662,884 | | Karen Stroup | | | | | | | Acceleration of Equity Awards(2) | — | — | 4,138,180 | — | 4,138,180 | | Salary and Benefits Continuation | — | 786,782 | 1,058,564 | — | — | | Short Term Incentive Program | — | — | 875,500 | 437,750 | 437,750 | | Nonqualified Plan Payout(3) | 155,968 | 155,968 | 155,968 | 155,968 | 155,968 | | Total | 155,968 | 942,750 | 6,228,212 | 593,718 | 4,731,898 |

  122. 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. 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 31, 2024 of $175.32. The officers identified above, with the exception of Mr. Dhawan, hold employee stock options that feature an exercise price of $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.

  123. Potential Payments upon Termination of Employment

    | 68 | WEX Inc. |

  124. 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 2024, the median annual total compensation of all employees, excluding our CEO, was $122,229 and the annual total compensation of our CEO was $12,594,328. The ratio of these amounts is 103:1. This calculation of our median employee reflects analysis of our global workforce of 6,625 employees as of October 1, 2024. We used salary compensation to determine the median employee. Our estimate of each employee's salary for our full 2024 fiscal year included: (i) annual base salary and (ii) hourly salary paid, including overtime, shift differentials, and premium pay. 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, 2024. 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.

  125. Pay Ratio Disclosure

    | 2025 Proxy Statement | 69 |

  126. Pay Versus Performance

    Pay Versus Performance We are required by SEC rules to disclose the following information regarding the relationship between "compensation actually paid" ("CAP") 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 2024 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.

  127. Pay Versus Performance Table

    Pay Versus Performance Table

  128. 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 | | | | 2024 | $12,594,328 | $7,748,653 | $3,711,845 | $2,396,000 | $83.70 | $111.21 | $309.6 | $15.28 | | 2023 | $11,662,841 | $20,796,582 | $3,690,598 | $5,559,997 | $92.88 | $99.27 | $266.6 | $14.81 | | 2022 | $10,185,740 | $16,138,271 | $3,485,823 | $4,113,195 | $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 |

  129. Pay Versus Performance Table

    (1)Ms. Smith was the Company's PEO, or Principal Executive Officer, for all five years in the table. (2)SEC rules require certain adjustments be made to the summary compensation table totals to determine CAP as reported in the pay versus performance table. CAP 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 2024 the values included in these columns reflected the following adjustments:

  130. Pay Versus Performance Table

    | PEO | 2024 | | Summary compensation table total | $12,594,328 | | +/- 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 | $(3,623,916) | | +/- 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 | $(3,034,889) | | +/- year over year change in fair value of equity awards granted in prior years that vested in the covered year | $1,813,130 | | Compensation actually paid | $7,748,653 | | Non-PEO NEOs (Average) | 2024 | | Summary compensation table total | $3,711,845 | | +/- 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 | $(845,630) | | +/- 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 | $(651,466) | | +/- year over year change in fair value of equity awards granted in prior years that vested in the covered year | $181,251 | | Compensation actually paid | $2,396,000 |

  131. Pay Versus Performance Table

    (3)Non-PEO NEOs included in the average calculations are: 2024: Jagtar Narula, Sachin Dhawan, Robert Deshaies, and Karen Stroup 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.

  132. Pay Versus Performance Table

    | 70 | WEX Inc. |

  133. 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 in 2023 and 2024. (5)Adjusted Net Income - Earnings Per Share, or "ANI EPS", a non-GAAP measure, is calculated as defined in Appendix A.

  134. Pay Versus Performance Descriptive Disclosure

    Pay Versus Performance Descriptive Disclosure The majority of compensation for our PEO and NEOs is variable and tied directly to Company performance outcomes including financial results, strategic initiatives and stock price performance. The Company generally seeks to provide incentives to achieve long-term performance and does not specifically align the Company’s performance with CAP (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. The information presented in the Pay versus Performance table and results of the analysis below are not necessarily reflective of our executive compensation program or our pay-for-performance philosophy.

  135. 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 CAP for our NEOs to Company performance over the fiscal year ending December 31, 2024. 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.

  136. Pay Versus Performance Tabular List

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

  137. Pay Versus Performance Tabular List

    | 2025 Proxy Statement | 71 |

  138. Pay Versus Performance Tabular List

    | | | | Proposal 3 | | | Approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to Increase the Number of Shares Issuable Thereunder | |

  139. Pay Versus Performance Tabular List

    We are asking stockholders to approve an amendment to the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to increase the number of Common Shares issuable thereunder (as proposed to be amended, the “A&R 2019 Plan”). On April 6, 2025, upon the recommendation of the Leadership Development and Compensation Committee, and subject to stockholder approval, our Board of Directors adopted the A&R 2019 Plan in order to increase the number of shares issuable thereunder.

  140. Pay Versus Performance Tabular List

    | WEX is requesting the A&R 2019 Plan solely to increase the number of shares of our common stock available for issuance of new awards under the plan by 3,406,293 shares to 4.0 million total shares, subject to the fungible ratio described below, pursuant to which the available share reserve is depleted by 1.7 shares for each full-value stock award granted under the plan. The share increase is intended to meet our anticipated equity compensation needs for the next four to five years. |

  141. Pay Versus Performance Tabular List

    The last increase to our compensation-related share reserve was approved at our 2021 Annual Meeting of Stockholders. At that time, the new share reserve was described as “intended to meet our anticipated equity compensation needs for the next four to five years.” Consistent with our expectation, it has been four years since our share reserve has been increased. We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. We view our stock-based compensation programs as central to our ability to attract, retain and motivate key employees. If the A&R 2019 Plan is not approved, our ability to make long-term equity incentive awards will be impaired. Therefore, we consider approval of the A&R 2019 Plan vital to our future success. Our Board of Directors believes adoption of the A&R 2019 Plan is in the best interests of the Company and its stockholders and unanimously recommends that you vote “FOR” the approval of the A&R 2019 Plan.

  142. 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, in a meeting that is not a Contested Election Meeting, if the votes cast "for" an incumbent director's re-election as a director do not exceed the votes cast "against" such nominee's election (with "abstentions and "broker non-votes" not counted as a vote "for" or "against" such nominee's election), the incumbent director must deliver to the Board an irrevocable resignation from the Board that will become effective only if the Board determines, in its discretion (based on the recommendation of a committee of independent directors after the evaluation of a number of factors) and in accordance with the our Corporate Governance Guidelines and the directors' fiduciary duties under state law, to accept such resignation. We will publicly disclose the Board's decision and its reasoning with regard to the offered resignation within 90 days following the certification of the stockholder vote from such meeting. How many votes are needed to approve the advisory (non-binding) vote on the compensation of our Named Executive Officers and the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan 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 (i) the approval of the advisory (non-binding) vote on the compensation of the named executive officers, (ii) the approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares issuable thereunder and (iii) 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 these proposals and therefore, will not be included in the numerator or the denominator. Because the non-binding vote on the compensation of our Named Executive Officers is an advisory vote, there is no required approval threshold for this proposal.

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

    | 2025 Proxy Statement | 95 |

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

    How many votes are needed to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law? The affirmative vote of a majority of the outstanding shares entitled to vote on the matter is required for the approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to provide for officer exculpation as permitted by Delaware law, with abstentions and “broker non-votes” having the same effect as votes “against” this proposal.

  145. 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.