DEF 14A of World Kinect Corp, Apr 26, 2024

DEF 14A of World Kinect Corp

Filed Apr 26, 2024 · FY20230001628280-24-018559

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board’s objective is to maintain a diverse membership that can best further the success of our business and represent shareholders through the exercise of sound judgment informed by a wide array of experience and perspectives. Our Board committees, with all independent members, oversee our risk management programs and our business initiatives to ensure that these are aligned with our business strategy, while our dedicated Sustainability & Corporate Responsibility Committee oversees our sustainability matters. For 2024, our director nominees are as follows:

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | Committee Membership | | | | | | Name and Primary Occupation | Independent | Age | Director Since | Diverse Director* | A | C | G | S | T | | Michael J. Kasbar Chairman, President and Chief Executive Officer World Kinect Corporation | | 67 | 1995 | | | | | | | | Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC | | 74 | 2002 | | | | ● | ● | ● | | Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc | | 64 | 2015 | | ● | | ● | | | | Sharda Cherwoo Retired Senior Partner Ernst & Young LLP | | 65 | 2020 | | ● | | ● | ● | ● | | Richard A. Kassar Retired Vice Chairman Freshpet, Inc. | | 77 | 2002 | | ● | ● | ● | | ● | | John L. Manley Retired Partner Deloitte & Touche LLP | | 75 | 2010 | | | | ● | | ● | | Stephen K. Roddenberry Partner Akerman LLP | | 75 | 2006 | | | ● | | | | | Jill B. Smart President Emeritus, National Academy of Human Resources | | 64 | 2021 | | | ● | ● | | | | Paul H. Stebbins Chairman Emeritus World Kinect Corporation | | 67 | 1995 | | | | | ● | |

  4. Director Nominees

    | A – Audit | S – Sustainability & Corporate Responsibility | – Chair | | C – Compensation | T – Technology & Operations | ● – Member | | G – Governance | * – Includes women and ethnic minorities | |

  5. Director Nominees

    Director Nominees We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 28 of this proxy statement. The following sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

  6. Director Nominees

    | 10 | World Kinect 2024 Proxy Statement |

  7. Director Nominees

    | | | Michael J. Kasbar Chairman, President and Chief Executive Officer | | | | | | BACKGROUND | | | | | | •Chairman of the Board since May 2014 and has served as our President and Chief Executive Officer since January 2012. •President and Chief Operating Officer of our company from July 2002 to December 2011. •Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to July 2002, at the time our principal subsidiary engaged in the marine fuel services business. •Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company which Mr. Kasbar co-founded in 1985 with Mr. Stebbins, from September 1985 to December 1994. •A member of the Business Roundtable. •First cousin of our director, Richard A. Kassar. | | | | | Age: 67 | | | | | | Director Since: 1995 | | | | | | Committees: None | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 25 years of service with us and more than 35 years of experience in the fuel services business. | | | | | | KEY SKILLS | | | | | | •Commodities Trading •Energy Industry | •Human Capital/Talent Management •Information Technology | •International Operations •Management |

  8. Director Nominees

    | World Kinect 2024 Proxy Statement | 11 |

  9. Director Nominees

    | | | Ken Bakshi Managing Partner, Trishul Capital Group LLC and Trishul Advisory Group LLC | | | | | | BACKGROUND | | | | | | •Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies, since June 2003. •Chairman of the board of directors and Chief Executive Officer of Amala Inc., a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2015. •Chief Executive Officer of Row 2 Technologies, a software development firm he co-founded, from December 2002 to February 2006 and Vice Chairman thereafter until June 2009. •Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet-based marketplaces, from July 2000 to December 2002. •Senior Vice President of Wyeth (formerly known as American Home Products Corp.), a NYSE company until 2009 when it was acquired by Pfizer, Inc., from 1998 to 2000. •Prior to 1998, served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994. | | | | | Independent Director | | | | | | Age: 74 | | | | | | Director Since: 2002 | | | | | | Committees: Compensation (Chair) Governance Sustainability & Corporate Responsibility Technology & Operations Nominating Subcommittee (Chair) | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly traded corporations. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance •Human Capital/Talent Management | •Information Technology •International Operations | •Management |

  10. Director Nominees

    | 12 | World Kinect 2024 Proxy Statement |

  11. Director Nominees

    | | | Jorge L. Benitez Retired Chief Executive Officer, North America; Accenture plc | | | | | | BACKGROUND | | | | | | •Retired from Accenture plc in September 2014 after more than 33 years of service. •Chief Executive Officer of North America, where he had primary responsibility for Accenture’s business and operations in North America, from 2011 to 2014. •Chief Operating Officer, Products Operating Group, the largest of Accenture’s five operating groups, from September 2006 to August 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services. •Held various senior leadership roles and other positions since joining Accenture in 1981. •Member of the board of directors of Fifth Third Bancorp (NASDAQ: FITB), since 2015, and currently serves as chairman of its technology committee and as a member of its Audit, Finance, and Human Capital and Compensation committees. •Member of the board of directors of Interpublic Group of Companies (NYSE: IPG), since 2023, and currently serves as a member of its Audit and Compensation and Leadership Talent committees. | | | | | Independent Director | | | | | | Age: 64 | | | | | | Director Since: 2015 | | | | | | Committees: Audit Governance Sustainability & Corporate Responsibility (Chair) Technology & Operations (Chair) Nominating Subcommittee | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance •Corporate Governance/Other Public Company Directorship | •Human Capital/Talent Management •Information Technology | •International Operations •Management |

  12. Director Nominees

    | World Kinect 2024 Proxy Statement | 13 |

  13. Director Nominees

    | | | Sharda Cherwoo Retired Senior Partner, Ernst & Young LLP | | | | | | BACKGROUND | | | | | | •Retired as a Senior Partner from Ernst & Young LLP (“EY”) in January 2020, after more than 37 years of service, including 28 years as a Client Service Partner with specialized industry focus in private equity, financial services, health care and emerging and disruptive technology companies. •Launched and spearheaded EY’s Intelligent Automation program from October 2015 to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY’s investments in robotic process automation (“RPA”) and digital transformation initiatives. •Founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations, from 2001 to 2004. •Member of the board of directors of The Carlyle Group Inc. (NASDAQ: CG) and its audit committee, since June 2023. •Member of the board of directors of Doma Holdings, Inc. (NYSE: DOMA), from August 2021 until January 2023 and served as a member of the audit & risk committee. •Member of the board of directors of World Quantum Growth Acquisition Corp. (NYSE: WQGA), from August 2021 until February 2023 and served as the chair of the audit committee, as well as a member of the compensation and nominating and corporate governance committees. •Member of the advisory board of Land O’Lakes Inc., a member-owned agricultural cooperative, since December 2020 and currently serves on the audit & risk committee and the policy committee. •Member of the board of directors of the International House of New York, a nonprofit board, since June 2008, and serves as the chair of the audit committee. •Serves on the nonprofit boards of Tax Analysts and the National Association of Corporate Directors - New York Chapter, and has been an Executive in Residence at Columbia Business School since 2023. •Certified Public Accountant on active status. | | | | | Independent Director | | | | | | Age: 65 | | | | | | Director Since: 2020 | | | | | | Committees: Audit Governance Sustainability & Corporate Responsibility Technology & Operations | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Ms. Cherwoo brings to the Board her extensive experience in implementing and advising companies on digital transformation, talent transformation and artificial intelligence initiatives, as well as financial and tax reporting experience, and significant executive management and international experience in building, leading and operating business units. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance •Corporate Governance/Other Public Company Directorship | •Human Capital/Talent Management •Information Technology | •International Operations •Management |

  14. Director Nominees

    | 14 | World Kinect 2024 Proxy Statement |

  15. Director Nominees

    | | | Richard A. Kassar Retired Vice Chairman, Freshpet Inc. | | | | | | BACKGROUND | | | | | | •Vice Chairman of Freshpet, Inc. (NASDAQ: FRPT) from October 2020 until June 2023, and served as its Interim Chief Financial Officer from September 2022 to December 2022, its Chief Financial Officer from July 2014 to October 2020, its President from January 2011 to July 2014 and its Chief Executive Officer from October 2006 to December 2010. •Chief Financial Officer of Transformational CPG Acquisition Corp., a special purpose acquisition company, from 2021 until 2022. •Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company, from February 2002 to July 2006. •Self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands, from May 2001 to January 2002. •Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products, from December 1999 to May 2001. •Held various positions at Chock Full O’Nuts, a coffee company, from 1986 to December 1999, and most recently served as Senior Vice President and Chief Operating Officer. •Director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a Nasdaq company until March 2010, which was sold in October 2011. •Director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a Nasdaq company until August 2009, which was sold in November 2009. •First cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer. | | | | | Independent Director | | | | | | Age: 77 | | | | | | Director Since: 2002 | | | | | | Committees: Audit Compensation Governance Technology & Operations | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance | •Corporate Governance/Other Public Company Directorship | •Investment Banking/Capital Markets |

  16. Director Nominees

    | World Kinect 2024 Proxy Statement | 15 |

  17. Director Nominees

    | | | John L. Manley Retired Senior Partner, Deloitte & Touche LLP | | | | | | BACKGROUND | | | | | | •Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner. •Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice from 2006 to 2009. •Founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities. •Had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC, before joining Deloitte. •Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015. •A Certified Public Accountant on inactive status. | | | | | Independent Director | | | | | | Age: 75 | | | | | | Director Since: 2010 | | | | | | Committees: Audit (Chair) Governance Technology & Operations Nominating Subcommittee | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance •Corporate Governance/Other Public Company Directorship | •Commodities Trading •Legal and Regulatory | •Management |

  18. Director Nominees

    | | | Stephen K. Roddenberry Partner, Akerman LLP | | | | | | BACKGROUND | | | | | | •Partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988. •Advises clients in corporate compliance and governance issues, public and private securities transactions, mergers and acquisitions, and private equity investments. | | | | | Lead Independent Director | | | | | | Age: 75 | | | | | | | SKILLS & QUALIFICATIONS | | | | | Director Since: 2006 | | | | | | | Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities. | | | | | Committees: Compensation Governance (Chair, Presiding Director) | | | | | | | KEY SKILLS | | | | | | •Corporate Governance/Other Public Company Directorship | •Investment Banking/Capital Markets | •Legal and Regulatory |

  19. Director Nominees

    | 16 | World Kinect 2024 Proxy Statement |

  20. Director Nominees

    | | | Jill B. Smart Retired Chief Human Resources Officer, Accenture plc President Emeritus, National Academy of Human Resources | | | | | | BACKGROUND | | | | | | •Retired from Accenture plc in 2014 after more than 33 years of global professional services. •Chief Human Resources Officer at Accenture plc from 2004 to 2014. •President Emeritus of the National Academy of Human Resources since 2023, after having served as its President from 2015 to 2023. •Member of the board of directors of EPAM Systems Inc. (NYSE: EPAM), a global product development and platform engineering services company, since 2016 and currently serves as the chair of the compensation committee. •Member of the board of directors of HireRight Holdings Corporation (NYSE: HRT), a provider of on-demand employment background checks and screening, since 2018 and currently serves as a member of the compensation committee. •Member of the board of directors of AlixPartners, a results-driven global management consulting firm that specializes in helping businesses address their most complex and critical challenges, since 2018. •Member of the advisory board of Cerity Partners, an SEC-registered investment advisor and wealth management firm, since 2018. •Member of the board of Alexander Mann Solutions (AMS), a recruiting process outsourcing firm, from 2015 until its sale in 2018. •Member of the advisory board of JB Training Solutions, a Chicago-based learning and employee development company, from 2017 through 2019. •Founder and CEO of JBSmart Consulting, LLC, where she provides HR advisory and coaching services. | | | | | Independent Director | | | | | | Age: 64 | | | | | | Director Since: 2021 | | | | | | Committees: Compensation Governance | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Ms. Smart brings to the Board extensive experience in consulting, organizational transformation and human resources. | | | | | | KEY SKILLS | | | | | | •Corporate Governance/Other Public Company Directorship •Management | •Information Technology •International Operations | •Human Capital/ Talent Management |

  21. Director Nominees

    | World Kinect 2024 Proxy Statement | 17 |

  22. Director Nominees

    | | | Paul H Stebbins Chairman Emeritus, World Kinect Corporation | | | | | | BACKGROUND | | | | | | •Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014. •Chairman and Chief Executive Officer of our Company from July 2002 to December 2011. •President and Chief Operating Officer of our Company from August 2000 to July 2002. •President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to August 2000, at the time our principal subsidiary engaged in the marine fuel services business. •Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985 with Mr. Kasbar, from September 1985 to December 1994. •Member of the board of directors of First Solar, Inc. (NASDAQ: FSLR) since December 2006 and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees. •A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and member of the Board of Advisors of Silkroad founded by Yo-Yo Ma (silkroad.org). •Founding member of FixUSNow (FixUSNow.org) and member of the Council on Foreign Relations (CFR.org). | | | | | Independent Director | | | | | | Age: 67 | | | | | | Director Since: 1995 | | | | | | Committees: Sustainability & Corporate Responsibility | | | | | | | SKILLS & QUALIFICATIONS | | | | | | Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 25 years of service to our Company and more than 35 years of experience in the fuel services business. | | | | | | KEY SKILLS | | | | | | •Accounting/Finance •Energy Industry •Investment Banking/Capital Markets | •Commodities Trading •International Operations •Human Capital/Talent Management | •Corporate Governance/Other Public Company Directorships •Management |

  23. Director Nominees

    | 18 | World Kinect 2024 Proxy Statement |

  24. Director Nominees

    | Corporate Governance | |

  25. Director Compensation and Ownership Guidelines

    Director Compensation and Ownership Guidelines

  26. 2024 Director Compensation Table

    2024 Director Compensation Table

  27. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Total ($) | | Ken Bakshi | 175,000 | 195,001 | 370,001 | | Jorge L. Benitez | 180,000 | 195,001 | 375,001 | | Sharda Cherwoo | 130,000 | 175,020 | 305,020 | | Richard A. Kassar | 135,000 | 175,020 | 310,020 | | John L. Manley | 165,000 | 190,000 | 355,000 | | Stephen K. Roddenberry | 170,000 | 185,022 | 355,022 | | Jill B. Smart | 110,000 | 175,020 | 285,020 | | Paul H. Stebbins | 105,000 | 165,017 | 270,017 |

  28. 2024 Director Compensation Table

    1.The amounts shown in this column represent the estimated aggregate grant date fair value of the RSU awards granted to the non-management independent directors in 2023. The estimated aggregate grant date fair value of these awards is based on the grant date fair market value of our common stock, as defined in the 2021 Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of RSU awards are set forth in Note 12 to the notes to the consolidated financial statements in Item 15 of our Annual Report on Form 10-K for the year ended December 31, 2023. 2.The aggregate number of RSUs and stock units held by each non-management director serving as at December 31, 2023 was as follows:

  29. 2024 Director Compensation Table

    | Name | RSUs | Stock Units(a) | Total Units(b) | | Ken Bakshi(a) | 24,984 | 14,091 | 39,075 | | Jorge L. Benitez | 8,305 | — | 8,305 | | Sharda Cherwoo | 7,454 | — | 7,454 | | Richard A. Kassar | 24,133 | — | 24,133 | | John L. Manley | 9,841 | — | 9,841 | | Stephen K. Roddenberry | 24,559 | — | 24,559 | | Jill B. Smart | 7,454 | — | 7,454 | | Paul H. Stebbins | 7,028 | — | 7,028 |

  30. 2024 Director Compensation Table

    a.Includes 14,091 stock units for Mr. Bakshi, which represents stock awards he received that he previously elected to defer pursuant to our Non-Employee Director Stock Deferral Plan. b.For a discussion of the applicable vesting terms of these RSUs and stock units, please see the “Security Ownership of Certain Beneficial Owners and Management” table and related footnotes for each director beginning on page 77.

  31. THE COMPENSATION COMMITTEE APPLIED DISCRETION TO REDUCE 2023 ANNUAL INCENTIVE PAYOUTS

    THE COMPENSATION COMMITTEE APPLIED DISCRETION TO REDUCE 2023 ANNUAL INCENTIVE PAYOUTS Reflecting on our overall Company performance for 2023, the Compensation Committee applied its discretionary authority to reduce payouts under the 2023 annual incentive program from 86% of target to 71% for the CEO and 72% for each of Messrs. Birns and Rau.

  32. 2021-2023 LONG-TERM PERFORMANCE EQUITY AWARDS FORFEITED IN THEIR ENTIRETY

    2021-2023 LONG-TERM PERFORMANCE EQUITY AWARDS FORFEITED IN THEIR ENTIRETY As our 2023 adjusted earnings per share, or adjusted EPS, results did not meet the minimum threshold level of performance, the 2021 – 2023 performance-based restricted stock units (“PRSUs”) with a grant date value of $1,700,000 for Mr. Kasbar, $700,000 for Mr. Birns and $450,000 for Mr. Rau, were forfeited and cancelled in their entirety as of the end of the 2021 to 2023 performance period, further demonstrating our commitment to aligning pay outcomes with the experience of our shareholders over the performance period.

  33. WE LISTENED AND RESPONDED TO OUR SHAREHOLDERS

    | What We Heard from Shareholders | Actions Taken in Response | | Expressed concerns about the initial lack of performance metrics disclosure for the 2022 Transformational Award for the CEO | •We disclosed performance metrics for the Transformational Awards in the supplemental proxy materials filed on June 7, 2023, which was positively received by investors. •The Compensation Committee reaffirms that special awards should be rare and commits not to grant additional special equity awards to executives absent compelling circumstances. The Compensation Committee also expects that any future special awards will be accompanied by a robust disclosure of the underlying performance objectives. In addition, the Compensation Committee commits not to modify the 2022 Transformational Awards metrics during the term of the awards and, based on the unique factors that led to the 2022 Transformational Awards, does not believe that these one-time awards are indicative of future equity award levels. |

  34. WE LISTENED AND RESPONDED TO OUR SHAREHOLDERS

    | What We Heard from Shareholders | Actions Taken in Response | | Expressed a preference for a higher weighting allocation toward the financial metric in the annual incentive program | •We increased the weighting of the financial performance metrics in the 2024 annual incentive program from 60% to 75%, with the strategic objectives weighting reduced from 40% to 25%. | | Requested greater transparency around the strategic objectives and achieved performance results used to inform the annual incentive program payouts | •We enhanced our disclosure in this proxy statement to provide a greater level of transparency around specific strategic objectives, achieved results, and determination of final payouts. •For the 2024 annual incentive program, we simplified the strategic objectives component by substantially reducing the number of objectives. Each objective is: weighted based on the Compensation Committee’s assessment of the significance of the objective’s contribution to our long-term ability to create shareholder value; evaluated and rated by the Compensation Committee; and assigned a payout percentage ranging from 0% to 100%. The overall weighted average payout under the strategic objectives component of the annual incentive program is then calculated, capped at 100% of target. | | Emphasized the importance of adopting a clawback policy | •We have adopted a New York Stock Exchange (“NYSE”) compliant clawback policy that generally requires our NEOs (among others) to repay certain variable performance-based incentive compensation payments received during a three fiscal-year recovery period preceding a financial restatement, in the event of a financial restatement. |

  35. Executive Compensation Practices

    | Rigorous performance targets and metrics | Both the achievement and formulaic payout calculation of adjusted EBITDA performance under our 2023 annual cash incentive award program were below target, and the formulaic payouts were reduced further by the Compensation Committee’s exercise of negative discretion to better align payouts with overall Company performance; 2021-2023 PRSUs were forfeited as adjusted EPS performance was below the threshold level. | | Multi-year vesting and performance periods | Our service-based equity awards (“RSUs”) are generally subject to multi-year vesting periods. Our PRSUs generally have three-year performance periods, with additional post-vesting holding requirements. | | Prohibition on hedging, and short sales | We prohibit short sales and hedging of shares. Pledged shares do not count towards compliance with our stock ownership guidelines. | | Stock ownership and retention guidelines | We have robust stock ownership guidelines for our NEOs, including a seven times annual base salary requirement for our CEO, five times annual base salary requirement for our CFO, and three times annual base salary requirement for other executive officers. In addition, our executive officers are required to retain 50% of any net shares acquired pursuant to any equity award for three years after the shares are delivered (or until the individual eases to be an executive officer, if earlier). | | No repricing | We do not allow repricing or buy-outs of stock options or stock appreciation rights without shareholder approval. | | Clawback policy | We have a clawback policy that complies with new SEC rules and NYSE listing standards for our Section 16 officers, including the NEOs, for the recovery of certain erroneously awarded performance-based incentive compensation. | | No extensive perquisites | We do not provide extensive perquisites to our NEOs. | | No tax gross-ups on perquisites or change of control benefits | We do not provide tax gross-ups on perquisites or change of control benefits. | | Double-trigger change of control provisions, with no liberal change of control definitions | We have double-trigger change of control provisions in employment arrangements and for the acceleration of equity awards. These arrangements do not contain liberal change of control definitions. | | No pension or other supplemental benefits | We do not provide pension or supplemental retirement plan benefits. | | Annual compensation risk assessment | The Compensation Committee oversees an annual risk assessment of our compensation program. | | Independent compensation consultant | The Compensation Committee directly retains an independent compensation consultant that reports directly to the Compensation Committee. |

  36. Elements of Compensation

    Elements of Compensation Our Compensation Committee uses a variety of compensation elements to establish individual compensation programs for each of our NEOs. As we discussed in our 2023 Proxy Statement, in 2022 the Compensation Committee reduced the percentage of total target compensation that was payable in cash and allocated a larger portion of incentive opportunity to long-term equity awards to foster stronger alignment with long-term value creation. As a result, 60% of long-term incentives vest based on the achievement of pre-established performance conditions and 40% vest based on service requirements. For 2023, the Compensation Committee maintained the same shareholder-aligned approach. The table below provides an overview of our 2023 compensation program elements, along with the purpose and material terms of each of these elements.

  37. Elements of Compensation

    | Element | | | | Purpose | Form of Payout | Material Terms | | Fixed | | Annual Base Salary | | Provide a competitive level of fixed compensation. | Cash | Reflects internal pay equity considerations and may be increased periodically based on factors such as market conditions, changes in roles or expansion of duties. | | | | | | | | | | Variable | Short-Term | Annual Incentive Program (AIP) | Profitability Metric | Motivate executives to achieve superior financial performance over a one-year period. | Cash | Represents 60% of AIP | | | | | | | | Earned based on achievement of adjusted EBITDA | | | | | | | | Payouts range from 35% at threshold to 200% at maximum | | | | | Strategic Objectives | Motivate and reward achievement of strategic goals that contribute to our long-term growth and operational excellence. | Cash | Represents 40% of AIP | | | | | | | | Earned based on pre-established and approved Strategic Objectives | | | | | | | | Payouts capped at 100% | | | Long-Term | Annual Long-Term Incentive Program (LTIP) | PRSUs | Incentivize executives to sustain long-term performance. | Equity-based | Represents 60% of annual LTIP award | | | | | | | | Vests after a 3-year performance period | | | | | | | | Earned based on adjusted EPS, with a modifier based on adjusted ROIC | | | | | | | | Payouts range from 30% at threshold to 200% at maximum | | | | | | | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting | | | | | RSUs | Provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance. | Equity-based | Represents 40% of the annual LTIP award | | | | | | | | Vest ratably over 3 years | | | | | | | | Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting |

  38. Annual Incentive Program (“AIP”)

    Annual Incentive Program (“AIP”) We pay performance-based annual cash incentive awards to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. Annual cash incentive awards are earned according to the achievement of company-wide financial metric and company-wide strategic objectives. Our Compensation Committee selects performance metrics that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving sustainable long-term growth and value for shareholders. For the annual performance-based portion of our 2023 executive compensation program, the Compensation Committee continued to use a combination of adjusted EBITDA performance and strategic objectives that the Compensation Committee believes will contribute to sustainable growth over the long term. We define adjusted EBITDA as net income (loss), excluding the impact of interest, income taxes, and depreciation and amortization and adjusted for non-operational items as appropriate, such as those associated with acquisition-related charges and restructuring-related costs. The Compensation Committee believes that adjusted EBITDA continues to be the appropriate metric as it is a strong indicator of our business’ financial performance and is one of the key financial metrics provided to our investors as measurements of our current and future operational success. In order to foster a culture of collaboration with a shared focus and commitment, the Compensation Committee determined that it would utilize adjusted EBITDA as the performance metric for all of our NEOs’ annual incentive programs in 2023 and that the strategic objectives would be composed of a limited number of qualitative and quantitative objectives.

  39. Annual Incentive Program (“AIP”)

    | Our 2023 AIP annual cash incentive opportunity was based (1) 60% on adjusted EBITDA performance and (2) 40% on achievement of pre-established qualitative and quantitative strategic objectives. While the adjusted EBITDA performance is subject to a maximum payout of 200%, the strategic objectives are subject to a maximum payout of 100%, resulting in an effective combined maximum payout of 160%. Following the end of the performance year, the Compensation Committee determines the extent to which the financial metric and strategic objectives have been met and any subsequent amounts to be paid out. As discussed above, for 2023, the Compensation Committee, in consultation with its independent compensation consultant, reviewed compensation targets for our compensation comparison group and determined to increase the annual cash incentive opportunity for Mr. Birns in recognition of his critical contributions to the strategic and financial performance of the Company and increase Mr. Rau’s annual cash incentive opportunity due to his significantly increased responsibilities for the commercial business following another executive’s departure from the Company. |

  40. Annual Incentive Program (“AIP”)

    | 52 | World Kinect 2024 Proxy Statement |

  41. Annual Incentive Program (“AIP”)

    The table below reflects AIP target annual cash incentive opportunity amounts for our NEOs.

  42. Annual Incentive Program (“AIP”)

    | | Annual Cash Incentive Opportunity | | | | | | | | | 2022 | | | 2023 | | | | | NEO | Adjusted EBITDA Performance (60%) ($) | Strategic Objectives (40%) ($) | Total ($) | Adjusted EBITDA Performance (60%) ($) | Strategic Objectives (40%) ($) | Total ($) | % Change from 2022 to 2023 | | Kasbar | 1,050,000 | 700,000 | 1,750,000 | 1,050,000 | 700,000 | 1,750,000 | No change | | Birns | 405,000 | 270,000 | 675,000 | 450,000 | 300,000 | 750,000 | 11% | | Rau | 390,000 | 260,000 | 650,000 | 450,000 | 300,000 | 750,000 | 15% |

  43. 2023 AIP Performance Determinations

    2023 AIP Performance Determinations

  44. Adjusted EBITDA Performance Assessment

    | Performance Level (Payout %) | Threshold (35%) | Target (100%) | Maximum (200%) | Actual (1) | Achievement % (vs. Target) | Payout (%) | | Adjusted EBITDA (% of Target) | $331.5M (80%) | $390.0M (100%) | $468.0M (120%) | $386.4M | 99% | 91% |

  45. Strategic Objectives Performance Assessment

    Strategic Objectives Performance Assessment The Compensation Committee also rewards NEOs based on the achievement of certain pre-established qualitative and quantitative objectives that support key strategic and operational areas of focus. The cash amount payable for strategic objectives in 2023 represents up to 40% of the target AIP award for each NEO and cannot exceed that amount. For 2023, the Compensation Committee established five operational objectives and four financial objectives for the Company for the AIP, which applied to all NEOs. There were no specific weightings assigned to the strategic objectives and no single strategic objective was material to the determination of the overall level of achievement. Performance against the objectives was measured throughout the year and reported to the Compensation Committee. The Compensation Committee evaluated performance against the operational and financial objectives and, based on that evaluation, assigned an overall rating for each objective. The ratings of “Did Not Meet Expectations,” “Partially Met Expectations,” “Mostly Met Expectations” and “Met Expectations” each correspond to a payout percentage for that objective ranging from 0% to 100%, with overall payout for the strategic objectives capped at a maximum of 100%. The Compensation Committee approved a payout at 78% of target for each of the NEOs (out of a maximum of 100%), which aligned to the straight average of the objective payout percentages.

  46. Strategic Objectives Performance Assessment

    | 2023 Strategic Objectives | | | | | | 2023 Objectives | 2023 Achievements | Compensation Committee Assessment (Payout %) | | Operational Objectives | 1.Completion of structured resource allocation for commercial offering portfolio | •Assessed strategic fit of offering portfolio, informed by review of financial metrics, sales characteristics and strategic orientation, with a focus on core portfolio offerings, along with alignment of incentives and personnel | Mostly Met Expectations (80%) | | | 2.Completion of Land business integration | •Established global leadership team for Land business and implemented integrated common operating model and processes in North America •Transitioned substantial portion of North American market offerings to common operating model •Completed sale of certain non-core Land businesses | Partially Met Expectations (60%) | | | 3.Development and execution of comprehensive strategy for Kinect business | •Evaluated Kinect portfolio of offerings with a view to business prioritization •Strengthened sustainability organization structure and leadership team •Expanded renewable energy solutions offerings in Europe, Asia and North America •Grew customer base and revenue for sustainability offerings | Partially Met Expectations (60%) | | | 4.Improvement in company-wide operating efficiency | •Improved adjusted operating margin to 26% •Improved working capital efficiency, reduced the company’s net trade cycle, diversified the capital structure and improved interest expense run-rate •Continued process improvement initiatives to reduce operating costs; realigned the company’s global indirect procurement group; and implemented structural headcount reductions with significant annualized run-rate savings | Mostly Met Expectations (80%) | | | 5.Rationalization of current business portfolio and development and execution of strategy to support business diversification | •Enhanced Corporate Development and Investor Relations functions by recruiting and onboarding additional key personnel •Increased analyst coverage of the company’s common stock by three, as well as overall investor engagement •Completed several conventional and sustainable energy transactions while building a portfolio of sustainable energy related opportunities | Partially Met Expectations (60%) | | Financial Objectives | 1.Improve legacy North America Land Operating Margin | •Achieved an improvement in operating margin | Partially Met Expectations (60%) | | | 2.Deliver targeted increase in Kinect gross profit (excluding Natural Gas & Power Trading) | •Achieved the targeted increase in gross profit | Met Expectations (100%) | | | 3.Deliver targeted increase in operating cash flow | •Generated $271 million in operating cash flow, a 96% increase from 2022 | Met Expectations (100%) | | | 4.Deliver a targeted return on invested capital | •Achieved the targeted adjusted return on invested capital | Met Expectations (100%) | | Overall Strategic Objectives Payout % (average of individual objective payout percentages) | | | 78% |

  47. Compensation Committee Exercise of Discretion

    | | Opportunity | Calculated | | | | Actual after Committee Discretion | | | | NEO | Annual Incentive Total ($) | EBITDA Performance (@ 91% Payout) ($) | Strategic Objectives (@ 78% Payout) ($) | Total ($) | % of Total Opportunity | Committee Negative Discretion ($) | Final Amount Awarded ($) | % of Total Opportunity | | Kasbar | 1,750,000 | 954,000 | 546,000 | 1,500,000 | 86% | (250,000) | 1,250,000 | 71% | | Birns | 750,000 | 408,500 | 233,500 | 643,000 | 86% | (100,000) | 543,000 | 72% | | Rau | 750,000 | 408,500 | 233,500 | 643,000 | 86% | (100,000) | 543,000 | 72% |

  48. Annual Long-Term Incentive Program

    Annual Long-Term Incentive Program

  49. Annual Long-Term Incentive Program

    | For the 2023 long-term incentive program (“LTIP”), the Compensation Committee approved a mix of PRSUs and RSUs to balance retention and alignment with long-term value creation. The Compensation Committee believes that service-based RSUs, which are tied to a fixed number of shares on the grant date, provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance, while PRSUs incentivize and reward executives for long-term sustained performance. Under the LTIP, the Compensation Committee approves a target LTIP value, which is denominated in dollars, and then executives are granted PRSUs (that can be earned from 0% to 200% of target) with a fair market value of 60% of the target LTIP value and RSUs with a fair market value of 40% of the target LTIP value. The service-based RSUs generally vest annually in equal installments over a three-year period beginning on the first anniversary after the grant date. The PRSUs are generally based on Company performance in respect of selected financial metrics over a three-year period and vest on the date after the end of the performance period once the Compensation Committee has determined the extent to which the performance goal has been achieved. |

  50. Annual Long-Term Incentive Program

    As discussed above, for 2023, the Compensation Committee, in consultation with its independent compensation consultant, reviewed long-term incentive compensation targets for our compensation comparison group and determined to maintain the target opportunity for Messrs. Kasbar and Birns unchanged from 2022; however, Mr. Rau’s long-term incentive opportunity was increased due to his significantly increased responsibilities for the commercial business following another executive’s departure from the Company and to better align his overall compensation with shareholders through increased equity incentives.

  51. Annual Long-Term Incentive Program

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  52. Annual Long-Term Incentive Program

    The table below shows the 2023 target long-term incentive opportunity for each of our NEOs.

  53. Annual Long-Term Incentive Program

    | | Long-Term Incentive Opportunity | | | | | | | 2022 | 2023 | | | | | NEO | Total ($) | Target PRSUs (60%) (1) ($) | Service-Based RSUs (40%) (1) ($) | Total ($) | Change from 2022 ($) | | Kasbar | 4,500,000 | 2,700,000 | 1,800,000 | 4,500,000 | No change | | Birns | 1,550,000 | 930,000 | 620,000 | 1,550,000 | No change | | Rau | 1,150,000 | 930,000 | 620,000 | 1,550,000 | +400,000 |

  54. Annual Long-Term Incentive Program

    1.The number of RSUs and target PRSUs awarded is calculated by dividing the respective target long-term opportunity by the grant date fair market value, as defined in the 2021 Plan. Please refer to the Grants of Plan-Based Awards table for the actual number of target PRSUs and RSUs granted.

  55. 2023 – 2025 PRSUs

    | Adjusted EPSx | Adjusted ROIC Multiplier % | = | Payout |

  56. 2023 – 2025 PRSUs

    In early 2023, the Compensation Committee determined the threshold, target and maximum adjusted EPS levels for the 2023 – 2025 performance period based on our rigorous internal targets and confidential operating plan, which was developed to support the achievement of our publicly disclosed 2026 financial targets. As in prior years, the Compensation Committee remains committed to disclose a full set of performance ranges and achieved results upon completion of the performance period. Adjusted EPS targets for all performance levels were increased generally by 4 to 6% from those used for the 2022 – 2024 PRSUs, with the maximum performance set at a level that could only be attained when applicable results are exceptional and justify the higher payout. The Compensation Committee then established the adjusted ROIC performance levels—which were also increased from the 2022 – 2024 PRSU award levels—that would be utilized to adjust the number of PRSUs that would be earned within the ranges set forth below in respect of the level of adjusted EPS achieved for the performance period. In the event that performance falls anywhere between the foregoing levels, linear interpolation is applied to determine the appropriate payout. For 2023, the payout percentages at the threshold level were set above those utilized in 2022 in light of the increase to all adjusted EPS target levels, as well as the increase in the ROIC modifier range. Consequently, as shown below, the payouts for threshold level performance, as adjusted for ROIC, increased from a range of 20% to 30% in 2022 to a range of 30% to 50% in 2023. The table below sets forth the payout ranges for the 2023 – 2025 PRSUs.

  57. 2021 – 2023 PRSUs

    2021 – 2023 PRSUs In early 2024, the Compensation Committee evaluated our adjusted EPS performance for the 2021 – 2023 performance period against metrics that had been set early in 2021. The performance targets were set at difficult-to-attain levels, with threshold and target performance levels set at about 80% to 100% above actual adjusted 2020 EPS of $1.15 per share (which was severely impacted by the COVID-19 pandemic). Similar to last year’s results with respect to the 2020 – 2022 PRSUs, as the adjusted EPS did not meet the threshold, the 2021 – 2023 PRSUs were forfeited and cancelled in their entirety without payout, and, consequently, the adjusted ROIC performance was not factored into the performance determination.

  58. 2021 – 2023 PRSUs

    | Performance Level | Threshold | Target | Maximum | Actual | | Adjusted EPS | $2.05 | $2.30 | $2.95 | $1.95 | | Payout (With ROIC modifier) | (30% - 50%) | (80% -120%) | (160% - 200%) | 0% |

  59. Increased Weighting of Financial Metric in Annual Incentive Program

    Increased Weighting of Financial Metric in Annual Incentive Program

  60. Increased Weighting of Financial Metric in Annual Incentive Program

    | • |

  61. Increased Weighting of Financial Metric in Annual Incentive Program

    We have also simplified the strategic objectives component for 2024 by substantially reducing the number of objectives, with each objective weighted based on the Compensation Committee’s assessment of the significance of the objective’s contribution to our ability to create long-term shareholder value. Performance for each objective will be evaluated by the Compensation Committee in accordance with a rating scale with each rating corresponding to a payout percentage ranging from 0% to 100%. An overall weighted average payout percentage under the strategic objectives component of the AIP will then be calculated, with the payout percentage remaining capped at 100% of target.

  62. Simplified Strategic Objectives with Weightings and Payout Percentages

    Simplified Strategic Objectives with Weightings and Payout Percentages

  63. Simplified Strategic Objectives with Weightings and Payout Percentages

    | 2023 | • | | | | | Objective 1 | | | | | | Objective 2 | | 2024 | | | | Objective 3 | | Objective 1 | Weighting 1 % | Payout 1 % | | Objective 4 | | Objective 2 | Weighting 2 % | Payout 2 % | | Objective 5 | | Objective 3 | Weighting 3 % | Payout 3 % | | Objective 6 | | Overall | 100% | Weighted Average Payout Capped at 100% | | Objective 7 | | | | | | Objective 8 | | | | | | Objective 9 | | | | |

  64. Simplified Strategic Objectives with Weightings and Payout Percentages

    | 58 | World Kinect 2024 Proxy Statement |

  65. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant In connection with the setting of 2023 executive compensation, the Compensation Committee engaged and received advice and assistance from its independent compensation consultant, Compensation Strategies, Inc. Compensation Strategies provides services solely to the Compensation Committee and reports directly and exclusively to the Compensation Committee. The Compensation Committee has assessed the independence of Compensation Strategies pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that Compensation Strategies meets independence requirements and its work for the Compensation Committee does not raise any conflict of interest. For 2023, Compensation Strategies provided assistance to the Compensation Committee generally as follows: •assisted in the preparation and review of quantitative analysis used in the compensation setting process; •assisted in reviewing the compensation comparison companies group for 2023; •assisted in developing a competitive analysis of our NEO compensation; •assisted with the design of the NEOs’ annual and long-term compensation plans; •provided recommendations for the 2023 compensation for our NEOs; •performed a competitive analysis of compensation levels for non-employee directors and provided recommendations for our director compensation program; •reviewed the CD&A in the annual proxy statement; •provided general advice on agreements or other documents the Compensation Committee was asked to approve; and •provided updates on regulatory developments and market trends related to executive compensation.

  66. Role of Independent Compensation Consultant

    | 60 | World Kinect 2024 Proxy Statement |

  67. Severance and Change of Control Benefits

    Severance and Change of Control Benefits Our Compensation Committee believes that it is important to protect our intellectual capital. However, we do not have an employment agreement with any of our NEOs except for Mr. Kasbar, whose agreement has been in place since 2008. In November 2022, in connection with our grant of the 2022 Transformational Awards, we entered into an Amended and Restated Employment Agreement with Mr. Kasbar that eliminated his modified single-trigger provisions relating to a change of control and created a term. As a result, Mr. Kasbar’s employment is subject to a “double-trigger” and he receives a severance payment only if he is terminated without cause or he terminates for “good reason” within 24 months of a change of control (key terms are defined in the agreement). Our other NEOs are a party to a severance agreement or participate in our executive severance policy that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such arrangements following termination of employment. The Compensation Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Compensation Committee also believes these arrangements are appropriate and necessary to attract and retain these executives.

  68. Severance and Change of Control Benefits

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  69. Severance and Change of Control Benefits

    The Compensation Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 68 of this proxy statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.

  70. Equity Grant Practices

    Equity Grant Practices Our equity grant policy provides that equity grants made to NEOs related to prior year performance will be effective on March 15 of each year. Equity awards are typically granted in March of each year on or about the 15th or 31st. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10. Under the terms of the 2021 Omnibus Plan and its predecessor equity incentive plans, we are not permitted to cancel outstanding stock options or stock-settled stock appreciation rights (“SSARs”) for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.

  71. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our NEOs for the fiscal years ended December 31, 2023, 2022 and 2021 according to the rules promulgated by the SEC.

  72. Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Stock Awards(2)(3) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Michael J. Kasbar Chairman, President and Chief Executive Officer | 2023 | 1,000,000 | 4,500,008 | — | 1,250,000 | 9,428 | 42,807 | 6,802,243 | | | 2022 | 979,167 | 11,560,815 | — | 2,625,000 | 3,497 | 103,859 | 15,272,338 | | | 2021 | 900,000 | 3,100,053 | — | 1,099,000 | 2,706 | 39,807 | 5,141,566 | | Ira M. Birns Executive Vice President and Chief Financial Officer | 2023 | 700,000 | 1,550,020 | — | 543,000 | — | 30,291 | 2,823,311 | | | 2022 | 608,333 | 3,812,809 | — | 1,012,500 | — | 28,402 | 5,462,044 | | | 2021 | 600,000 | 1,040,053 | — | 614,000 | — | 31,019 | 2,285,071 | | John P. Rau Executive Vice President, Global Aviation, Land and Marine | 2023 | 700,000 | 1,550,020 | — | 543,000 | — | 27,411 | 2,820,431 | | | 2022 | 608,333 | 3,299,397 | — | 1,005,000 | — | 25,288 | 4,938,018 | | | 2021 | 600,000 | 590,061 | — | 534,875 | — | 24,374 | 1,749,310 |

  73. Summary Compensation Table

    1.For Mr. Kasbar, the 2022 salary reflects a prorated amount of salary increase to $1.0 million effective March 1, 2022. 2.The amounts shown represent the estimated aggregate grant date fair value of the awards made in the year indicated relating to RSUs granted to the NEOs. The estimated grant date fair value of these awards is based on the grant date market value of our common stock as defined in our 2021 Omnibus Plan and is computed in accordance with FASB ASC Topic 718. Assumptions used in determining the aggregate grant date fair value of awards are set forth in Note 10 to the consolidated financial statements for the 2021 fiscal year and Note 12 to the consolidated financial statements for the 2022 and 2023 fiscal years, in each case in Item 15 of the respective Annual Reports on Form 10-K. 3.For 2023, the Stock Awards column for the NEOs reflects the service-based RSUs and the three-year PRSUs that were awarded in March 2023, and reflects an assumption that the required performance goals for the PRSUs will be achieved at target levels. The grant date fair values for the PRSUs issued to the NEOs in 2023, assuming achievement of maximum performance are as follows: for Mr. Kasbar, $5,400,010; for Mr. Birns, $1,860,024; and for Mr. Rau, $1,860,024. A determination of the amount of the PRSUs, if any, that will be earned will be made in March 2026. See “Grants of Plan Based Awards Table” for more information. For 2022, the column includes the Transformational Awards that were granted in November 2022 ($6,059,802 for Mr. Kasbar; and $1,696,751 each for Messrs. Birns and Rau). For accounting purposes, the grant date fair value of the Transformation Awards is based on a Monte Carlo valuation. Consequently, the grant date fair values included in the Summary Compensation Table differ from the target values approved by the Compensation Committee. 4.For 2023, this amount reflects an annual cash incentive award earned by each NEO. 5.For 2023, reflects interest accrued for 2023 in connection with a portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, which was deferred pursuant to a provision of his previous employment agreement that provided that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal (the “Kasbar Accrued Interest”). The portion reflected in this column for 2023 is the portion of the Kasbar Accrued Interest that constitutes “above market earnings” within the meaning of the applicable SEC rules for 2023. The full amount of the Kasbar Accrued Interest is reflected in the “Non-Qualified Deferred Compensation” table” on page 67 of this proxy statement.

  74. Summary Compensation Table

    | 64 | World Kinect 2024 Proxy Statement |

  75. Summary Compensation Table

    6.Details of the 2023 amounts are set forth below in the “All Other Compensation Table”.

  76. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our NEOs during the year ended December 31, 2023.

  77. Grants of Plan-Based Awards

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | Name | Grant Date | Committee Approval | Threshold ($) | Target ($) | Maximum ($) | Award Type | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards(5) ($) | | Michael J. Kasbar | n/a | 02/22/2023 | 367,500 | 1,050,000 | 2,100,000 | (1) | | | | | | | | n/a | 02/22/2023 | — | | 700,000 | (2) | | | | | | | | 03/15/2023 | 02/22/2023 | | | | PRSU(3) | 33,792 | 112,641 | 225,282 | | 2,700,005 | | | 03/15/2023 | 02/22/2023 | | | | RSU(4) | | | | 75,094 | 1,800,003 | | Ira M. Birns | n/a | 02/22/2023 | 157,500 | 450,000 | 900,000 | (1) | | | | | | | | n/a | 02/22/2023 | — | | 300,000 | (2) | | | | | | | | 03/15/2023 | 02/22/2023 | | | | PRSU(3) | 11,640 | 38,799 | 77,598 | | 930,012 | | | 03/15/2023 | 02/22/2023 | | | | RSU(4) | | | | 25,866 | 620,008 | | John P. Rau | n/a | 02/22/2023 | 157,500 | 450,000 | 900,000 | (1) | | | | | | | | n/a | 02/22/2023 | — | | 300,000 | (2) | | | | | | | | 03/15/2023 | 02/22/2023 | | | | PRSU(3) | 11,640 | 38,799 | 77,598 | | 930,012 | | | 03/15/2023 | 02/22/2023 | | | | RSU(4) | | | | 25,866 | 620,008 |

  78. Grants of Plan-Based Awards

    1.The amounts shown reflect the threshold, target and maximum payouts that could have been earned as 2023 annual performance-related cash incentive awards. For 2023, our adjusted EBITDA resulted in a formulaic earning of the adjusted EBITDA portion of the incentive at 91% of target. Please see the discussion regarding the compensation programs for the NEOs beginning on page 51 of this proxy statement for additional information. 2.The amounts shown include the threshold and maximum payouts that could have been earned as strategic objective cash incentive awards. For 2023, strategic objectives were earned at 78% of maximum. Please see the discussion regarding the compensation programs for the NEOs beginning on page 51 of this proxy statement for additional information. 3.The amounts shown reflect the PRSU awards that in general can be earned under the LTIP at the threshold, target and maximum levels based on adjusted EPS, as modified by our adjusted ROIC performance, for the three-year period beginning on January 1, 2023 and ending on December 31, 2025. Depending on the percentage of adjusted ROIC achieved for the period, the range of payout based on adjusted EPS will be as follows: (i) threshold— 30% to 50% of target, (ii) target—80% to 120% of target, and (iii) maximum—160% to 200% of target. 4.The amounts shown reflect the annual RSUs issued to our NEOs, which are subject to service-based vesting and generally vest one-third annually beginning in March 2024. 5.The amounts shown reflect the estimated aggregate grant date fair value of the stock awards. The estimated aggregate fair value of our stock awards is based on the grant date market value of our common stock, as defined in the 2021 Omnibus Plan and is computed in accordance with FASB ASC Topic 718.

  79. Grants of Plan-Based Awards

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  80. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth the outstanding equity awards at fiscal year-end, or December 31, 2023, for our NEOs.

  81. Outstanding Equity Awards at Fiscal Year-End

    | | | Option Awards | | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options | | Equity Incentive Plan Awards | | | | | Equity Incentive Plan Awards | | | Name | Equity Award Grant Date | Exercisable (#) | Unexercisable (#) | Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2)(3) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2)(3) ($) | | Michael J. Kasbar | 03/15/2019 | 109,290 | | | 29.68 | 3/15/2024 | | | | | | | 03/15/2020 | 145,349 | | | 23.39 | 3/15/2025 | | | | | | | 03/15/2021 | | | | | | 3,731 | 84,992 | | | | | 03/31/2021 | | | | | | 28,410 | 647,180 | | | | | 03/15/2022 | | | | | | 26,294 | 598,977 | | | | | 03/15/2022 | | | | | | 47,282 | 1,077,084 | | | | | 03/15/2023 | | | | | | 75,094 | 1,710,641 | | | | | 03/31/2021 | | | | | | 48,296 | 1,100,183 | 24,148 | 550,091 | | | 03/15/2022 | | | | | | 106,383 | 2,423,405 | 31,915 | 727,021 | | | 11/10/2022 | | | | | | 181,160 | 4,126,825 | 90,580 | 2,063,412 | | | 03/15/2023 | | | | | | 112,641 | 2,565,962 | 56,321 | 1,282,981 | | Ira M. Birns | 03/15/2021 | | | | | | 3,172 | 72,258 | | | | | 03/15/2022 | | | | | | 14,868 | 338,693 | | | | | 03/15/2022 | | | | | | 16,286 | 370,995 | | | | | 03/15/2023 | | | | | | 25,866 | 589,227 | | | | | 03/31/2021 | | | | | | 19,887 | 453,026 | 9,944 | 226,513 | | | 03/15/2022 | | | | | | 36,644 | 834,750 | 10,993 | 250,425 | | | 11/10/2022 | | | | | | 50,725 | 1,155,516 | 25,363 | 577,758 | | | 03/15/2023 | | | | | | 38,799 | 883,841 | 19,400 | 441,921 | | John P. Rau | 03/15/2021 | | | | | | 1,306 | 29,751 | | | | | 03/15/2022 | | | | | | 11,890 | 270,854 | | | | | 03/15/2022 | | | | | | 12,084 | 275,274 | | | | | 03/15/2023 | | | | | | 25,866 | 589,227 | | | | | 03/31/2021 | | | | | | 12,785 | 291,242 | 6,393 | 145,621 | | | 03/15/2022 | | | | | | 27,187 | 619,320 | 8,156 | 185,796 | | | 11/10/2022 | | | | | | 50,725 | 1,155,516 | 25,363 | 577,758 | | | 03/15/2023 | | | | | | 38,799 | 883,841 | 19,400 | 441,921 |

  82. Outstanding Equity Awards at Fiscal Year-End

    1.The RSUs generally vest in either three equal annual installments beginning on the first anniversary of the grant date or on a three-year cliff basis (subject to any applicable performance conditions), except for the November 10, 2022 Transformational Awards for Messrs. Kasbar, Birns and Rau, the vesting for which is described below in note (4). All of these RSUs are subject to earlier vesting upon a change of control or qualifying termination of employment. 2.The amounts in this column are based on the closing price of our common stock on December 29, 2023 of $22.78. 3.This amount reflects the number of PRSUs that would be earned by the NEO based on the target level of performance for the three-year period beginning with the year of the grant. With the exception of the November 10, 2022 Transformational Awards, any earned portion will vest on the date after December 31st of the third year of the performance period, when the Compensation Committee certifies in writing the extent to which the requisite performance level has been achieved for the performance period based upon our audited financial statements, but in no event later than March of that year. For the November 10, 2022 Transformational Awards for Messrs. Kasbar, Birns and Rau, any earned awards will vest 50% on the date on which the Compensation Committee determines the extent to which the performance goal has been achieved following the three-year performance period, with the remaining 50% of any earned awards vesting on the fourth anniversary of the grant date.

  83. Outstanding Equity Awards at Fiscal Year-End

    | 66 | World Kinect 2024 Proxy Statement |

  84. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth the option awards that were exercised and stock awards that vested during the year ended December 31, 2023 for our NEOs.

  85. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise(1) ($) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting(3) ($) | Value Realized on Vesting(4) ($) | | Michael J. Kasbar | 169,504 | 620,064 | 67,457 | 1,616,944 | | Ira M. Birns | 46,642 | 115,672 | 29,337 | 703,208 | | John P. Rau | 27,986 | 69,405 | 20,088 | 481,509 |

  86. Option Exercises and Stock Vested

    1.Represents the conversion of SSARs. The number of shares of common stock reported in this column represents the number of shares underlying the SSARs, rather than the net number of shares received by each NEO, which was as follows: for Mr. Kasbar—15,676, for Mr. Birns—2,756, and for Mr. Rau—1,599. 2.For the conversion of SSARs, the value realized is calculated by multiplying (a) the difference between the share price of our common stock at the time of conversion and the SSAR exercise price by (b) the number of shares of common stock underlying the SSARs. The value realized does not represent cash received by each NEO, which may differ based on when the acquired shares are ultimately sold by the NEO. 3.The amounts shown in this column reflect the number of RSUs that vested for each NEO. Upon vesting, we withheld a sufficient number of shares to cover the NEOs tax liability associated with the vesting. Thereafter, each of the NEOs received the following number of net shares of our common stock: Mr. Kasbar—40,910, Mr. Birns—17,791 and Mr. Rau—12,182. 4.The amount shown in this column reflects the value realized upon vesting which is calculated by multiplying (a) the closing price of our common stock on the vesting date by (b) the number of shares of RSUs that vested. The value realized does not represent cash received by the NEO; rather, such amount will depend on the price at which the acquired shares are ultimately disposed of by the NEO.

  87. Non-Qualified Deferred Compensation

    Non-Qualified Deferred Compensation We offer our executives and other senior employees based in the U.S. an opportunity to defer compensation under our non-qualified deferred compensation plan, or NQDCP. Pursuant to the NQDCP, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any “excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDCP. Participants can elect from a variety of investment choices for their deferred compensation and gains and losses on these investments are credited to their respective accounts. Participants may elect, depending on whether their termination is in connection with retirement or otherwise, to receive deferred amounts in a lump sum, in annual installments over a period of up to ten years, or in a partial lump sum with the balance paid in installments. However, these payments are accelerated upon a change of control or the death of the participant. The following table sets forth non-qualified deferred compensation during the year ended December 31, 2023 for the NEOs set forth below.

  88. Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year-End ($) | | Michael J. Kasbar(1) | 0 | 23,212 | 295,431 | | Ira M. Birns | 0 | — | — | | John P. Rau | 0 | — | — |

  89. Non-Qualified Deferred Compensation

    1.Mr. Kasbar’s prior employment agreement provided that any bonuses payable to him that would not be deductible under Section 162(m) for the year earned would be deferred until a fiscal year in which it would be deductible (or until the year in which Mr. Kasbar’s employment terminates or the employment agreement expires), and that any amount so deferred would be credited with interest at the prime rate as published in the Wall Street Journal. A portion of the bonus earned by Mr. Kasbar for the 2002 fiscal year, equal to $109,375, was deferred pursuant to that provision of his employment agreement and remains unpaid. The portion of these earnings in the last fiscal year that constitute “above market earnings” within the meaning of the applicable SEC rules, is reflected in the “Summary Compensation Table” on page 64 of this proxy statement.

  90. Non-Qualified Deferred Compensation

    | World Kinect 2024 Proxy Statement | 67 |

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

    Potential Payments Upon Termination of Employment or Change of Control Our amended and restated employment agreement with Mr. Kasbar (the “Kasbar Agreement”) and executive severance agreement with Mr. Birns (the “Birns Agreement”) each provides for the payment of certain compensation and benefits in the event of the termination of the executive’s employment, the amount of which varies depending upon the reason for such termination. In lieu of entering into separate executive severance agreement with Mr. Rau in connection with his promotion to executive officer, our Board adopted an Executive Severance Policy (“ESP”) applicable to Mr. Rau and other executives that the Compensation Committee may subsequently designate as a participating executive (“ESP Executive”). The ESP provides for the payment of certain severance payments and benefits in the event of a termination of such executives’ employment in certain specified circumstances. Each of the Kasbar Agreement, the Birns Agreement and the ESP provides for certain benefits (1) if the NEO’s employment is terminated due to death or disability, (2) if the NEO’s employment is terminated by the Company without “cause” (as that term is defined in the relevant agreement or arrangement) or (3) if the NEO terminates his employment with “good reason” (as that term is defined in the relevant agreement or arrangement, which definition for Mr. Rau is within two years after a Change of Control has occurred). If the employment of Mr. Kasbar or Mr. Rau is terminated without “cause” or for “good reason” within two years after a Change of Control, then the severance benefits are slightly higher. The actual amounts of such payments are set forth in the table below the relevant definitions.

  92. Potential Payments Upon Termination Table

    Potential Payments Upon Termination Table The estimated payments and benefits that would be provided to each of the NEOs pursuant to their respective agreements or the ESP, as the case may be, as a result of (1) termination by the Company for “cause” or by the executive without “good reason”, (2) termination by the Company without cause, (3) termination by the executive for “good reason”, (4) termination by the Company without “cause” or by the executive for “good reason” within two (2) years of a “change of control”, and (5) termination due to death or disability are set forth in the table below. Calculations for this table are based on the assumption that the termination took place on December 29, 2023. In order to receive the benefits set forth below, an executive must satisfy any post-termination obligations and certain restrictive covenants for a specified period of time after the termination event for any cash severance payment to be made. We have the right to not pay or provide these benefits or discontinue the payment and provision of these benefits if the executive fails to satisfy such obligations.

  93. Potential Payments Upon Termination Table

    | | Severance Payment(1) ($) | Pro-Rata Bonus(2) ($) | Medical Benefits(3) ($) | Total(4) ($) | | Michael J. Kasbar | | | | | | Termination by Company for Cause or by Executive Without Good Reason | — | — | — | — | | Termination by Company Without Cause(5) or by Executive for Good Reason | 5,500,000 | 1,250,000 | | 6,750,000 | | Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control | 8,250,000 | 1,250,000 | | 9,500,000 | | Death or Disability | | 1,250,000 | | 1,250,000 | | Ira M. Birns | | | | | | Termination by Company for Cause or by Executive Without Good Reason | | | | | | Termination by Company Without Cause or by Executive for Good Reason | 1,400,000 | 543,000 | 45,826 | 1,988,826 | | Termination by Company Without Cause or by Executive for Good Reason within two (2) years of a Change of Control | 1,400,000 | 543,000 | 45,826 | 1,988,826 | | Death or Disability | | 543,000 | | 543,000 | | John P. Rau | | | | | | Termination by Company for Cause or by Executive Without Good Reason | | | | | | Termination by Company Without Cause | 1,400,000 | 309,000 | 38,220 | 1,747,220 | | Termination by Company Without Cause or by Executive for Good Reason(6) within two (2) years of a Change of Control | 1,400,000 | 543,000 | 38,220 | 1,981,220 | | Death or Disability | | 543,000 | 38,220 | 581,220 |

  94. Potential Payments Upon Termination Table

    1.The amounts in this column are the severance payments payable to our NEOs upon the occurrence of the relevant event. For Messrs. Birns and Rau, this represents a severance payment equal to a multiple of their base salary as of the termination date (based on their actual salary as of December 29, 2023), payable over a 24-month period. 2.The amounts in this column are the bonuses payable to the NEO, prorated through the date of termination. Amounts are paid when, and to the extent that, they would have been paid had the NEO’s employment not terminated. For Messrs. Kasbar and Birns, this amount reflects the amounts earned by the executive for the year-ended December 31, 2023. For Mr. Rau this amount reflects the amounts earned by the NEO for the year-ended December 31, 2023, other than any bonuses that may be earned based on achievement of non-financial objectives, which are payable at target only in the case of death or disability or upon a termination without cause or for good reason within the two-year period following a change of control. 3.Each NEO is entitled to receive continuation of their medical benefits generally for 18 months following the date of termination. This column reflects the current cost of COBRA premiums for such period and for purposes of this table, we have assumed the maximum premiums would be paid. 4.The totals in this column do not include (i) additional amounts payable to the executive under the Company’s other employment programs that are applicable to all employees and (ii) any amounts that may be realized upon acceleration of outstanding equity to the extent that such executive is terminated, including after a “change of control”. Specifically, in accordance with the Company’s policies, upon any termination, all employees are entitled to certain accrued obligations including salary earned through the date of termination, unreimbursed business expenses incurred in accordance with Company policy and a payment for unused paid time off. In addition, Mr. Kasbar is entitled to receive his non-qualified deferred compensation from a previously earned bonus upon any separation from us. Please see “Non-Qualified Deferred Compensation” table beginning on page 67 for an explanation of this amount. 5.If Mr. Kasbar’s employment agreement is not renewed at the end of its term, Mr. Kasbar is entitled to the same amount of payments and benefits as if he were terminated without “cause”. 6.As discussed above, our ESP defines “good reason” to have occurred only if certain events have happened within two years after a “change of control” has occurred. Consequently, for Mr. Rau, any termination by him of his employment absent a “change of control” would be deemed a Termination without “good reason”.

  95. Potential Payments Upon Termination Table

    | World Kinect 2024 Proxy Statement | 71 |

  96. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees (other than our CEO) and the annual total compensation of our CEO, Michael J. Kasbar. As of December 31, 2022, our employee population consisted of approximately 5,200 individuals working at the Company and our subsidiaries, of which approximately half were located in the U.S. We selected December 31, 2022, the last day of our 2022 fiscal year, as the determination date for identifying the median employee for purposes of our 2023 proxy statement. We identified the median employee by calculating the amount of annual total cash compensation (salary plus bonus, commissions, and the portion of long-term cash awards paid in 2022) paid to all of our employees globally (other than our CEO). We did not make any cost-of-living or other adjustments in identifying the median employee. Accordingly, the median employee in 2022 was a full-time, salaried employee in the United States. For fiscal 2023, we did not repeat the process conducted last year to identify the median employee, as we believe there has been no change in our employee population or employee compensation arrangements that would significantly impact the pay ratio disclosure. Nonetheless, we believe it is no longer appropriate to use the median employee identified for fiscal 2022 because of a change in such median employee's circumstances. As permitted by the SEC rules, we have selected a different median employee for 2023 whose compensation was substantially similar to the compensation of the previously identified median employee, based on the methodology used to select the original median employee identified for fiscal year 2022. Once we confirmed our 2023 median employee, we then calculated the 2023 annual total compensation for such employee in accordance with the requirements of the executive compensation rules for the Summary Compensation Table (Item 402(c)(2)(x) of Regulation S-K). Under this calculation, the median employee’s annual total compensation in 2023 was approximately $64,514. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this proxy statement. The resulting ratio of the annual total compensation of our CEO to the annual total compensation of the median employee was 105 to 1.

  97. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between certain executive “compensation actually paid” (or “CAP”), as defined by SEC rules, and certain of our financial performance results for 2023, 2022, 2021 and 2020. For further information concerning our variable pay-for-performance philosophy and how we align executive compensation with our performance, refer to the “Compensation Discussion and Analysis” section of this proxy statement.

  98. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  99. PAY VERSUS PERFORMANCE

    | | | | | | Value of Initial $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Company Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | Net Income ($M) | Adj. EBITDA ($M) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 6,802,243 | (1,164,913) | 2,821,871 | 551,939 | 56.55 | 167.71 | 52.90 | 386.40 | | 2022 | 15,272,338 | 14,196,826 | 3,722,299 | 3,112,615 | 66.22 | 169.96 | 114.10 | 380.30 | | 2021 | 5,141,566 | 4,046,678 | 1,797,915 | 1,687,476 | 62.87 | 102.56 | 73.70 | 241.30 | | 2020 | 6,514,957 | (7,068,994) | 2,134,192 | (3,412,451) | 72.87 | 66.32 | 109.60 | 261.40 |

  100. PAY VERSUS PERFORMANCE

    | 80 | World Kinect 2024 Proxy Statement |

  101. PAY VERSUS PERFORMANCE

    Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our principal executive officer (“PEO”), for the respective years shown. Our CEO, Michael J. Kasbar, was our PEO for each of the covered years shown in the table. Column (c). CAP for our PEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.

  102. PAY VERSUS PERFORMANCE

    | PEO (Mr. Kasbar) | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 6,802,243 | 15,272,338 | 5,141,566 | 6,514,957 | | Less: Grant date fair value of equity awards granted during current fiscal year, as reported in SCT | (4,500,008) | (11,560,815) | (3,100,053) | (4,532,078) | | Plus: Fair value of equity awards granted during current fiscal year—value at end of current fiscal year | 3,067,214 | 11,996,540 | 2,152,321 | 4,541,174 | | +/-: Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years | (5,887,591) | (1,187,768) | (1,246,494) | (11,159,476) | | Plus: Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year | 0 | 0 | 0 | 0 | | +/-: Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year | (646,771) | (323,469) | 1,099,338 | (2,433,571) | | Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year | 0 | 0 | 0 | 0 | | Compensation Actually Paid ($) | (1,164,913) | 14,196,826 | 4,046,678 | (7,068,994) |

  103. PAY VERSUS PERFORMANCE

    Equity Valuations: For PRSUs, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (d). The following non-PEO named executive officers are included in the average figures shown for each of 2022, 2021 and 2020: Ira M. Birns, John P. Rau, Jeffrey P. Smith and Michael J. Crosby. For 2023, only Ira M. Birns and John P. Rau are included. Column (e). Average CAP for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.

  104. PAY VERSUS PERFORMANCE

    | World Kinect 2024 Proxy Statement | 81 |

  105. PAY VERSUS PERFORMANCE

    | | See Column (d) note above | | | | | Non-PEO NEOs | 2023 ($) | 2022 ($) | 2021 ($) | 2020 ($) | | Total Compensation as reported in Summary Compensation Table (SCT) | 2,821,871 | 3,722,299 | 1,797,915 | 2,134,192 | | Less: Grant date fair value of equity awards granted during current fiscal year, as reported in SCT | (1,550,020) | (2,466,782) | (685,051) | (1,091,209) | | Plus: Fair value of equity awards granted during current fiscal year—value at end of current fiscal year | 1,056,497 | 2,239,264 | 459,667 | 823,037 | | +/-: Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years | (1,693,374) | (250,606) | (120,417) | (4,737,137) | | Plus: Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year | 0 | 0 | 0 | 0 | | +/-: Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year | (83,034) | (11,460) | 235,362 | (541,334) | | Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year | 0 | (120,100) | 0 | 0 | | Compensation Actually Paid ($) | 551,939 | 3,112,615 | 1,687,476 | (3,412,451) |

  106. PAY VERSUS PERFORMANCE

    Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date. Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of World Kinect for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. TSR for the Company and the peer group in column (g) was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Energy Index for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020. Column (i). Company-selected Measure is adjusted EBITDA, which is described below.

  107. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

    COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN

  108. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

  109. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    | World Kinect 2024 Proxy Statement | 83 |

  110. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    Listed below are the financial measures which in our assessment represent the most important financial performance measures we used in 2023 to link CAP to our NEOs to the Company’s performance.

  111. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    | Financial Performance Measures | Explanation | | Adjusted EPS | Adjusted diluted earnings per common share is a non-GAAP financial measure computed by dividing adjusted net income attributable to World Kinect and available to common shareholders by the sum of the weighted average number of shares of common stock, stock units, restricted stock entitled to dividends not subject to forfeiture and vested restricted stock units outstanding during the period and the number of additional shares of common stock that would have been outstanding if our outstanding potentially dilutive securities had been issued. | | Return on Invested Capital | Return on Invested Capital (“ROIC”) is a non-GAAP financial measure defined as adjusted EBITDA less maintenance capital expenditures and corporate capital expenditures and cash taxes, divided by gross property, plant and equipment, intangible assets and goodwill (excluding the impact of recording deferred tax adjustments related to valuation). | | Adjusted EBITDA | Adjusted EBITDA is a non-GAAP financial measure defined as net income (loss) excluding the impact of interest, income taxes, and depreciation and amortization, in addition to acquisition and divestiture related expenses, restructuring charges, impairments, gains or losses on sale of businesses, integration costs, non-operating legal settlements and costs associated with the Finnish bid error, as described in the Company’s filings with the SEC. |

  112. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

    | 84 | World Kinect 2024 Proxy Statement |

  113. COMPENSATION ACTUALLY PAID VS. NET INCOME & ADJUSTED EBITDA

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