DEF 14A of Corpay, Inc., Apr 30, 2025

DEF 14A of Corpay, Inc.

Filed Apr 30, 2025 · FY20240001628280-25-021131

Open on EDGAR

  1. Our Board of Directors

    Our Board of Directors In order to oversee our complex, global business, our Board of Directors (the “Board”) is comprised of experienced individuals who are engaged in their duties and invested in our Company’s success. Our Board recognizes the importance of independence from management and ensures its responsiveness to shareholders by directly connecting directors’ interests with those of our shareholders. Our Board and management have taken a long-term view toward shareholder engagement and recognize that continuous solicitation and consideration of shareholder feedback is critical to driving growth and creating shareholder value. As a result, we regularly engage with our shareholders throughout the year by multiple means to encourage ongoing, meaningful dialogue. We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (https:// investor.corpay.com) where you will find detailed information about our corporate governance practices, including our key governance documents listed below: èCode of Business Conduct and Ethics èPolicy Regarding Interested Party Communications with the Board of Directors èCorporate Governance Guidelines èInsider Trading Policy èBoard Committee Charters The reports and other information contained on websites referred to in this Proxy Statement (other than to the extent specifically referred to herein as required by the rules of the NYSE or the SEC) are not part of this proxy solicitation and are not incorporated by reference into this Proxy Statement or any other proxy materials.

  2. Our Board of Directors

    Our Board of Directors Our Board currently consists of eleven highly accomplished and engaged members. Except for our CEO, all of our directors are independent under the NYSE rules. The average tenure of our independent director nominees since the Company’s initial public offering is eight years, and the average age of our independent director nominees is 66. We continually focus on Board composition to ensure an appropriate mix of tenure and expertise that provides fresh perspectives and significant industry, functional, and subject matter experience. The complexity of our global business requires oversight by experienced, informed individuals that understand the industry and challenges, and our Company on a deep level. Our directors’ diverse backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight to, our senior management team. Our Board of Directors is focused on maintaining a mix of skills and experience that include the following:

  3. Our Board of Directors

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

  4. Our Board of Directors

    | 2025 Notice of Annual Meeting & Proxy Statement | 17 |

  5. Our Board of Directors

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  6. Director Nominees

    Director Nominees The nomination and governance committee evaluates the Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term needs. The committee also takes into consideration the results of the Board’s self-evaluation. Based on its review, the committee determines whether Board refreshment is needed. Then the committee searches for potential candidates, utilizing a variety of sources to help identify nominees who would be valuable assets to our Board. To meet the needs of our Board, the committee seeks to identify candidates possessing the desired qualities, skills and background. The Board has selected Messrs. Clarke, Farrelly, Gupta, Hagerty, Jones, Macchia, Sloan, Stull and Throop and Mses. Bexiga and Moddelmog as nominees for election to the Board for one-year terms, to be voted upon at the annual meeting by shareholders. If elected, each director nominee will hold office until the next annual meeting and until his or her successor is elected and qualified, or until their earlier resignation, removal or other termination of service.

  7. Director Nominees

    | | Annabelle Bexiga | | | Featured experience, qualifications and attributes: Prior Chief Information Officer positions at AIG (NYSE: AIG), a multinational finance and insurance corporation, from 2015 to 2017, TIAA, a Fortune 100 financial services organization, from 2010 to 2015, Bain Capital, and JP Morgan Chase Other board experience (current): StoneX Group Inc. and Quantexa Ltd. Provides: Substantial expertise in technology and cybersecurity | | Age: 63 Director Since: 2023 | |

  8. Director Nominees

    | | Ronald F. Clarke | | | Featured experience, qualifications and attributes: Company CEO since August 2000; prior President & COO of AHL Services, Inc. a staffing firm; Chief Marketing Officer and Division President of Automatic Data Processing, human resources and payroll services company; Principal with Booz Allen Hamilton, a global management firm; Marketing Manager of General Electric Company Other board experience (current): Dayforce, Inc. (NYSE: DAY) Provides: Deep knowledge of our Company and industry through his service as our Chief Executive Officer | | Age: 69 Director Since: 2000 | |

  9. Director Nominees

    | 2025 Notice of Annual Meeting & Proxy Statement | 19 |

  10. Director Nominees

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  11. Director Nominees

    | | Joseph W. Farrelly | | | Featured experience, qualifications and attributes: Senior Vice President, Chief Information Officer of Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services, from 2006 through March 2015; prior Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Nabisco Other board experience (prior): Helium, GridApps and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries, and NetNumber Inc. Provides: Substantial experience and knowledge regarding information technology and security; experience in advertising and marketing | | Age: 81 Director Since: 2014 | |

  12. Director Nominees

    | | Rahul Gupta | | | Featured experience, qualifications and attributes: Prior executive positions as CEO of RevSpring, a healthcare billing and payments company from 2017 to 2019; as Group President for Fiserv (NASDAQ: FISV) from 2006 to 2017 and as President for eFunds (NYSE: EFD) from 2002 to 2006. In addition, Mr. Gupta has launched several startup companies in the payments and marketing spaces, built technology businesses for Fidelity Investments, and served numerous consulting clients for PricewaterhouseCoopers (PwC) Other board experience (current): Mitek (NASDAQ: MITK), SavvyMoney, Amount. Inc., Solutions By Text, and Capital Good Fund Other board experience (prior): Cardtronics plc (formerly NASDAQ: CATM) from 2020 to 2021; Paylease, LLC from 2019 to 2021, and Ncontracts from 2018 to 2020 Provides: Over 38 years of experience in the financial services and payments industries and significant experience in fintech venture and private equity | | Age: 65 Director Since: 2023 | |

  13. Director Nominees

    | | Thomas M. Hagerty | | | Featured experience, qualifications and attributes: Managing Director of Thomas H. Lee Partners, L.P., a leading private equity firm, since 1994 Other board experience (current): Dayforce, Inc. (NYSE: DAY), Fidelity National Financial, Inc. (NYSE: FNF), and Dun & Bradstreet Holdings, Inc. (NYSE:DNB) Provides: Managerial and strategic expertise developed by working with and enhancing value at large, growth-oriented companies; expertise in corporate finance; substantial public company board experience | | Age: 62 Director Since: 2014 | |

  14. Director Nominees

    | 20 | 2025 Notice of Annual Meeting & Proxy Statement |

  15. Director Nominees

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  16. Director Nominees

    | | Archie L. Jones, Jr. | | | Featured experience, qualifications and attributes: Managing Director of Six Pillars Partners, a private equity firm investing in high-growth companies, and a Professor at Harvard Business School; prior executive positions at private equity, public and private companies including NOWaccount Network Corporation, IBM, Kenexa (NYSE: KNXA) and Parthenon Capital; Certified Public Accountant and graduate of Morehouse College and Harvard Business School Other board experience (current): Project Evident Provides: Deep investment and mergers and acquisitions expertise in the financial institutions industry | | Age: 53 Director Since: 2020 | |

  17. Director Nominees

    | | Richard Macchia | | | Featured experience, qualifications and attributes: Chief Financial Officer and Senior Vice President of Administration for Internet Security Systems, Inc., an information security provider, from 1997 through October 2006, when it was acquired by International Business Machines Corporation; senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation, a financial information services company, and First Financial Management Corporation, a company providing credit card authorization, processing and settlement services and other enterprise solutions; Partner in the audit and assurance practice of KPMG Provides: Over 20 years of experience in the financial and information services industry and significant audit and accounting background | | Age: 73 Director Since: 2010 | |

  18. Director Nominees

    | | Hala G. Moddelmog | | | Featured experience, qualifications and attributes: President & CEO of the Woodruff Arts Center, which enriches the lives of more than 800,000 patrons annually, including more than 170,000 students and teachers, making the Woodruff Arts Center the largest arts educator in the state of Georgia; prior President & CEO of the Metro Atlanta Chamber of Commerce; prior President of Arby’s Restaurant Group, Inc., a division of Wendy’s/Arby’s Group, Inc. (NYSE: WEN); prior President & CEO of Susan G. Komen for the Cure, the world’s largest breast cancer organization; CEO of Catalytic Ventures, LLC, a business that evaluated investment opportunities in foodservice, franchising and multi-unit retail; and prior President of Church’s Chicken Other board experience (current): Lamb Weston Holdings, Inc. (NYSE: LW) Other board experience (prior): Amerigroup Corporation (NYSE: AGP) from 2009 to 2012; AMN Healthcare Services, Inc. (NYSE: AHS) from 2008 to 2010 and a number of non-profit boards of directors Provides: Over 20 years leading and enhancing value at high-growth companies including through M&A; expertise in marketing; experience as an executive of large public companies; community ties and extensive board experience | | Age: 69 Director Since: 2017 | |

  19. Director Nominees

    | 2025 Notice of Annual Meeting & Proxy Statement | 21 |

  20. Director Nominees

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  21. Director Nominees

    | | Jeffrey S. Sloan | | | Featured experience, qualifications and attributes: former CEO of Global Payments Inc, a leading international payments technology company, from 2013 through 2023; prior executive positions with Goldman, Sachs & Co., including as partner and worldwide head of its financial technology group Other board experience (current): NCR Voyix Corporation (NYSE: VYX); Guidewire Software, Inc. (NYSE: GWRE); and PaymentWorks Provides: Over 30 years of experience in the financial services, financial technology and payments industries; extensive experience in public board directorships, private equity and venture capital investing; and financial acumen and experience as a public company executive for 13 years | | Age: 57 Director Since: 2013 | |

  22. Director Nominees

    | | Steven T. Stull | | | Featured experience, qualifications and attributes: CEO and Co-Founder of Advantage Capital Partners, a private equity firm, overseeing investments in the technology, financial and information services industries, since 1992; prior Investment executive with a large insurance company; Chief Financial Officer of an information services company and other career experience in financial institutions Provides: Deep experience in investments and the financial services business | | Age: 66 Director Since: 2000 | |

  23. Director Nominees

    | | Gerald Throop | | | Featured experience and qualifications: former Head of Global Equities at the National Bank of Canada; prior Head of Canadian Equities at Merrill Lynch; previously CFO for two Canadian public telecommunications companies; Throop earned his Canadian CPA while serving with a predecessor of KPMG Other board experience (current): Lead Independent Director for Dayforce, Inc. (NYSE: DAY) Provides: Over 30 years of experience in the financial and banking industry and significant audit and accounting background | | Age: 67 Director Since: 2023 | |

  24. Director Nominees

    | 22 | 2025 Notice of Annual Meeting & Proxy Statement |

  25. Director Nominees

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  26. 2024 Director Compensation

    2024 Director Compensation The non-employee members of our Board receive compensation for serving as directors. Our Board believes equity-based awards are appropriate forms of compensation for our directors because the value of the grants increases as the value of our stock price increases, aligning the interests of these directors with those of our shareholders. Annual grants for director service for 2024 generally had a target value at grant of approximately $300,000. The amount of these grants was determined based on our Board’s general experience with market levels of director compensation. In addition, the Board approved a cash payment in the amount of $75,000 for each committee Chair serving in such capacity in February 2024 and our Lead Independent Director (Messrs. Farrelly, Macchia and Stull and Mses. Bexiga and Moddelmog). The decision to provide cash compensation is reviewed on an annual basis. All members of our Board are reimbursed for actual expenses incurred in connection with attendance at Board meetings. Mr. Clarke does not receive any compensation for service on our Board. For 2024, each of our directors had the ability to elect to receive a grant of restricted stock or stock options for his or her annual equity compensation award. Each of the non- employee directors opted for an equity compensation award in the form of restricted stock. Our corporate governance guidelines set forth an expectation that all non-employee directors will hold at least a specified dollar amount of common shares or equity interests within five years of becoming a director. In 2019, our Board increased the stock ownership guideline from $150,000 to $1,250,000. Based on the closing stock price on December 31, 2024, six of our current non-employee directors are in compliance with this guideline and we expect that our four newest non-employee directors will meet the guideline within five years of their election as directors, as required by our corporate governance guidelines.

  27. 2024 Director Compensation

    | 26 | 2025 Notice of Annual Meeting & Proxy Statement |

  28. 2024 Director Compensation

    03. CORPORATE GOVERNANCE AND BOARD MATTERS

  29. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Annabelle Bexiga | 75,000 | 300,163 | 375,163 | | Joseph W. Farrelly | 75,000 | 300,163 | 375,163 | | Rahul Gupta | — | 300,163 | 300,163 | | Thomas M. Hagerty | — | 300,163 | 300,163 | | Archie L. Jones, Jr. | — | 300,163 | 300,163 | | Richard Macchia | 75,000 | 300,163 | 375,163 | | Hala G. Moddelmog | 75,000 | 300,163 | 375,163 | | Jeffrey S. Sloan | — | 300,163 | 300,163 | | Steven T. Stull | 75,000 | 300,163 | 375,163 | | Gerald C. Throop | — | 300,163 | 300,163 |

  30. 2024 Director Compensation

    (1)Consisted of shares of restricted stock, which vested on January 22, 2025. The value for stock awards in this column represents the grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. On December 31, 2024, each non-employee director had 1,102 shares of restricted stock outstanding.

  31. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table shows the compensation for each of the NEOs. The amounts presented below in the “Stock Awards” and “Option Awards” columns represent the grant date fair value of awards granted to the NEOs and may not reflect the actual value to be realized by each NEO. The actual value realized will not be determined until the time of vesting in the case of stock awards or until option exercise in the case of option awards.

  32. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Ronald F. Clarke Chief Executive Officer and Chair of the Board of Directors | 2024 | 1,200,000 | — | 16,550,353 | 10,268,500 | — | 32,145 | 28,050,998 | | | 2023 | 1,200,000 | — | 1,440,058 | — | — | 28,966 | 2,669,024 | | | 2022 | 1,176,923 | — | — | — | 2,776,500 | 33,575 | 3,986,998 | | Tom Panther Former Chief Financial Officer | 2024 | 486,539 | — | 2,625,471 | 1,200,005 | — | 34,139 | 4,346,154 | | | 2023 | 261,539 | — | 1,380,255 | 1,200,001 | — | 13,308 | 2,855,102 | | Alissa B. Vickery Interim Chief Financial Officer and Chief Accounting Officer | 2024 | 300,000 | — | 352,467 | 300,073 | — | 4,768 | 957,308 | | | 2023 | 284,615 | — | 434,473 | — | — | 5,010 | 724,098 | | | 2022 | 247,115 | 56,250 | 250,024 | 300,009 | 93,750 | 3,086 | 950,235 | | Armando L. Netto(6) Group President, Brazil and U.S. Vehicle Payments | 2024 | 508,148 | — | 4,467,527 | 1,200,005 | — | 521,508 | 6,697,188 | | | 2023 | 503,091 | — | 2,610,830 | 1,200,051 | — | 47,199 | 4,361,171 | | | 2022 | 483,780 | 64,482 | 1,535,089 | 2,400,075 | 226,582 | 32,779 | 4,742,787 | | Alan King(6) Group President, International Vehicle Payments | 2024 | 450,000 | — | 2,250,404 | 1,000,020 | — | 399,459 | 4,099,883 | | | 2023 | 450,000 | — | 2,302,532 | 1,200,051 | — | 411,343 | 4,363,926 | | | 2022 | 399,089 | — | 1,535,089 | 2,400,075 | 393,986 | 253,271 | 4,981,510 |

  33. 2024 Summary Compensation Table

    (1)Represents the salary earned for the applicable year. (2)Includes the aggregate grant date fair value for stock awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For an overview of the features of the 2024 awards, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation —Equity Incentives.” Grant date fair values for performance-based equity is computed based on the probable outcome of the performance conditions as of the grant date for the award. The grant date fair value of the performance-based equity awards, assuming maximum performance with respect to the applicable performance goals, would be as follows: $21,289,766 for Mr. Clarke; $3,838,651 for Mr. Panther; $416,051 for Ms. Vickery; $3,838,651 for Mr. Netto; and $3,275,914 for Mr. King. (3)Represents the aggregate grant date fair value for the stock option awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 and December 31, 2024, respectively. For an overview of the features of the 2024 awards, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Equity Incentives.” In 2024, the Company modified the performance-based stock options granted to Mr. Clarke in 2021 (the “Modified Options”), as described above in “Compensation Discussion and Analysis—2020-2024 CEO Equity Compensation.” The amount in this column for Mr. Clarke represents the incremental fair value associated with the Modified Options. (4)Represents the cash amounts earned under the annual incentive award program based on achievement of performance goals under the program.

  34. 2024 Summary Compensation Table

    | 54 | 2025 Notice of Annual Meeting & Proxy Statement |

  35. 2024 Summary Compensation Table

    06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION (5)The following table breaks down the amounts included in the “All Other Compensation” column for 2024:

  36. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information about awards granted in 2024 to each of the NEOs:

  37. 2024 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units(1) (#) | All Other Option Awards: Number of Securities Underlying Options(2) (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | Name | Grant Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ronald F. Clarke | 2/14/2024(5) | — | 21,661 | 43,322 | — | — | — | 5,900,023 | | | 2/14/2024(6) | — | 10,831 | 21,662 | — | — | — | 2,950,147 | | | 2/14/2024(7) | — | 6,609 | 13,218 | — | — | — | 1,800,159 | | | 2/14/2024 | — | — | — | 21,661 | — | — | 5,900,023 | | | 10/23/2024 | — | — | — | — | — | 261.27 | 10,268,500(4) | | Tom Panther | 2/14/2024(5) | — | 1,469 | 1,837 | — | — | — | 400,126 | | | 2/14/2024(6) | — | 4,369 | 6,554 | — | — | — | 1,190,028 | | | 2/14/2024(6) | — | 1,873 | 2,810 | — | — | — | 510,168 | | | 2/14/2024(7) | — | 1,928 | 2,314 | — | — | — | 525,149 | | | 2/14/2024 | — | — | — | — | 12,517 | 272.38 | 1,200,005 | | Alissa B. Vickery | 2/14/2024(5) | — | 918 | 1,148 | — | — | — | 250,045 | | | 2/14/2024 | — | — | — | — | 3,130 | 272.38 | 300,073 | | | 2/14/2024(7) | — | 331 | 394 | — | — | — | 90,158 | | | 4/23/2024 | — | — | — | 40 | — | — | 12,264 | | Armando L. Netto | 2/14/2024(5) | — | 1,469 | 1,837 | — | — | — | 400,126 | | | 2/14/2024(6) | — | 4,369 | 6,554 | — | — | — | 1,190,028 | | | 2/14/2024(6) | — | 1,873 | 2,810 | — | — | — | 510,168 | | | 2/14/2024(7) | — | 1,928 | 2,748 | — | — | — | 525,149 | | | 2/14/2024 | — | — | — | — | 12,517 | 272.38 | 1,200,005 | | | 4/3/2024 | — | — | — | 3,394 | — | — | 1,072,979 | | | 9/30/2024 | — | — | — | 2,459 | — | — | 769,077 | | Alan King | 2/14/2024(5) | — | 1,469 | 1,837 | — | — | — | 400,126 | | | 2/14/2024(6) | — | 3,598 | 5,397 | — | — | — | 980,023 | | | 2/14/2024(6) | — | 1,542 | 2,313 | — | — | — | 420,010 | | | 2/14/2024(7) | — | 1,653 | 2,315 | — | — | — | 450,244 | | | 2/14/2024 | — | — | — | — | 10,431 | 272.38 | 1,000,020 |

  38. 2024 Grants of Plan-Based Awards

    (1)Represents the number of shares of Time-Based Equity granted in 2024. For information concerning these grants and the vesting terms, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Equity Incentives.” (2)Represents the number of Time-Based Stock Options granted in 2024. For information concerning these grants and the vesting terms, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Equity Incentives.” (3)Represents the grant date fair value of Performance-Based Equity, Time-Based Equity, and Stock Option awards granted to each of the NEOs in 2024 computed in accordance with FASB ASC Topic 718, and, as described in footnote 4 below, the incremental fair value of Mr. Clarke’s Modified Options. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. There can be no assurance that the grant date fair value of stock and option awards will ever be realized by the NEOs. (4)Represents the incremental fair value associated with Mr. Clarke’s Modified Options. (5)Represents the Company Annual Equity Incentive awards granted in 2024. For information concerning these grants, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Performance-Based Equity.” (6)Represents the Long-Term Equity Incentive awards granted in 2024. For information concerning these grants, see “Compensation Discussion and Analysis —Key Elements of 2024 Named Executive Officer Compensation—Performance-Based Equity.” (7)Represents the Annual Bonus Equity Incentive awards granted in 2024. For information concerning these grants, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Performance-Based Equity.”

  39. 2024 Grants of Plan-Based Awards

    | 56 | 2025 Notice of Annual Meeting & Proxy Statement |

  40. 2024 Grants of Plan-Based Awards

    06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION For information regarding the amount of salary and bonus in proportion to total compensation of our NEOs, see “Compensation Discussion and Analysis—Components of Compensation and Target Direct Compensation Mix” above. For information regarding the employment agreements and offer letters with our NEOs, see “Potential Payments Upon Termination or Change in Control” below.

  41. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows the number of stock options and stock awards held by the NEOs on December 31, 2024:

  42. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | | Ronald F. Clarke | 1/20/2016 | 250,000 | — | 114.90 | 1/20/2026 | — | — | — | — | | | 1/25/2017 | 850,000 | — | 150.74 | 1/25/2027 | — | — | — | — | | | 2/14/2024 | — | — | — | — | — | — | 21,661(5) | 7,330,516 | | | 2/14/2024 | — | — | — | — | — | — | 10,831(7) | 3,665,427 | | | 2/14/2024 | — | — | — | — | — | — | 6,609(4) | 2,236,618 | | | 2/14/2024 | — | — | — | — | 21,661(3) | 7,330,516 | — | — | | Tom Panther | 5/2/2023 | 4,250 | 12,752 | 207.09 | 5/2/2033 | — | — | — | — | | | 5/2/2023 | — | — | — | — | 2,463(10) | 833,528 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 1,469(5) | 497,139 | | | 2/14/2024 | — | — | — | — | — | — | 4,369(6) | 1,478,557 | | | 2/14/2024 | — | — | — | — | — | — | 1,873(7) | 633,861 | | | 2/14/2024 | — | — | — | — | — | — | 1,928(4) | 652,474 | | | 2/14/2024 | — | 12,517 | 272.38 | 2/14/2034 | — | — | — | — | | Alissa B. Vickery | 4/10/2020 | 4,424 | — | 224.99 | 4/10/2030 | — | — | — | — | | | 3/12/2021 | — | — | — | — | 89(8) | 30,119 | — | — | | | 1/24/2022 | 2,294 | 2,294 | 225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | 278(8) | 94,081 | — | — | | | 3/1/2023 | — | — | — | — | 439(9) | 148,566 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 918(5) | 310,670 | | | 2/14/2024 | — | 3,130 | 272.38 | 2/14/2034 | — | — | — | — | | | 2/14/2024 | — | — | — | — | — | — | 331(4) | 112,017 |

  43. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 2025 Notice of Annual Meeting & Proxy Statement | 57 |

  44. Outstanding Equity Awards at 2024 Fiscal Year-End

    06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

  45. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | | OPTION AWARDS | | | | STOCK AWARDS | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable(1) (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(2) ($) | | Armando L. Netto | 2/27/2019 | 20,000 | — | 231.70 | 2/27/2029 | — | — | — | — | | | 3/27/2020 | 513 | — | 196.18 | 3/27/2030 | — | — | — | — | | | 1/25/2021 | 12,349 | 4,117 | 261.07 | 1/25/2031 | — | — | — | — | | | 1/24/2022 | 9,176 | 9,176 | 225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | 9,176 | 9,176 | 225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | 2,663(10) | 901,212 | — | — | | | 1/23/2023 | 4,419 | 13,260 | 200.41 | 1/23/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 5,988(10) | 2,026,459 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 1,469(5) | 497,139 | | | 2/14/2024 | — | — | — | — | — | — | 4,369(6) | 1,478,557 | | | 2/14/2024 | — | — | — | — | — | — | 1,873(7) | 633,861 | | | 2/14/2024 | — | — | — | — | — | — | 1,928(4) | 652,474 | | | 2/14/2024 | — | 12,517 | 272.38 | 2/14/2034 | — | — | — | — | | | 4/3/2024 | — | — | — | — | 3,394(3) | 1,148,597 | — | — | | | 9/30/2024 | — | — | — | — | 2,459(3) | 832,175 | — | — | | Alan King | 2/27/2019 | 9,600 | — | 231.70 | 2/27/2029 | — | — | — | — | | | 3/27/2020 | 20,886 | — | 196.18 | 3/27/2030 | — | — | — | — | | | 1/25/2021 | 10,291 | 3,431 | 261.07 | 1/25/2031 | — | — | — | — | | | 1/24/2022 | 9,176 | 9,176 | 225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | 9,176 | 9,176 | 225.45 | 1/24/2032 | — | — | — | — | | | 1/24/2022 | — | — | — | — | 2,663(10) | 901,212 | — | — | | | 1/23/2023 | 4,419 | 13,260 | 200.41 | 1/23/2033 | — | — | — | — | | | 3/1/2023 | — | — | — | — | 3,393(10) | 1,148,259 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 1,469(5) | 497,139 | | | 2/14/2024 | — | — | — | — | — | — | 3,598(6) | 1,217,635 | | | 2/14/2024 | — | — | — | — | — | — | 1,542(7) | 521,844 | | | 2/14/2024 | — | — | — | — | — | — | 1,653(4) | 559,408 | | | 2/14/2024 | — | 10,431 | 272.38 | 2/14/2034 | — | — | — | — |

  46. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1)Stock options in these columns generally vest in substantially equal installments on each of the first four anniversaries of the grant date. (2)Market value is calculated using $338.42, the Company’s closing stock price on December 31, 2024 (the last trading day of 2024). (3)Represents Time-Based Equity granted during 2024 that vests in equal installments on the first three anniversaries of the grant date for Mr. Clarke and on the one-year anniversary of each grant date for Mr. Netto.

  47. Outstanding Equity Awards at 2024 Fiscal Year-End

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  48. Outstanding Equity Awards at 2024 Fiscal Year-End

    06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION (4)Represents Annual Bonus Equity Incentives unvested and unearned at December 31, 2024, where performance targets are based on achieving financial or other performance goals for the period ending December 31, 2024. The earned portion of the award generally pays out after certification of the performance goals. The awards are reported based on the target performance level. For information regarding the portion of the awards actually earned after the compensation committee’s certification of the performance goals, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—2024 Performance-Based Equity Goals and Payout Results.” (5)Represents Company Annual Equity Incentives unvested and unearned at December 31, 2024, where performance targets are based on Adjusted EPS- COMP achievement for the period ending December 31, 2024. The earned portion of the award generally pays out after certification of the performance goals, except that the earned portion of Mr. Clarke’s 2024 Company Annual Equity Incentive vests in equal installments on the first three anniversaries of the grant date, and Ms. Vickery’s 2024 Company Annual Equity Incentive vests as to 5/8 of the award on the first anniversary of the grant date, and as to 3/8 of the award on the second anniversary of the grant date. The awards are reported based on the target performance level. For information regarding the portion of the awards actually earned after the compensation committee’s certification of the performance goals, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—Company Annual Equity Incentives.” (6)Represents Long-Term Equity Incentives unvested and unearned at December 31, 2024, where performance targets are based on achieving Company-wide or business unit performance goals. These awards were subject to a one-year performance period ending on December 31, 2024, and the earned portions of the awards vest in equal installments on the first three anniversaries of the grant date. The awards are reported based on the target performance level. For information regarding the portion of the awards actually earned after the compensation committee’s certification of the performance goals, see “Compensation Discussion and Analysis—Key Elements of 2024 Named Executive Officer Compensation—2024 Performance-Based Equity Goals and Payout Results.” (7)Represents Long-Term Equity Incentives unvested and unearned at December 31, 2024, where performance targets are based on achieving Company-wide or business unit performance goals. These awards are subject to a three-year performance period ending on December 31, 2026, and the earned portions of the awards cliff-vest on the third anniversary of the grant date. The awards are reported based on the target performance level. (8)Represents the unvested portion of Performance Share awards granted in 2021 and 2022 that were earned based on 2021 and 2022 performance, respectively. Ms. Vickery’s earned 2021 and 2022 Performance Shares are 5/8 vested on the first anniversary of the grant date, and 1/8 vested on each of the second, third and fourth anniversaries of the grant date. (9)Represents the unvested portion of Performance Share award granted in 2023 that was earned based on 2023 performance, and which was vested as to 5/8 of the earned award on the first anniversary of the grant date and as to the remaining 3/8 of the earned award on the second anniversary of the grant date. (10)For Mr. Panther, amounts in this column represent the unvested portion of performance-based equity awards granted in 2023 that were earned based on 2023 performance, and for Mr. King and Mr. Netto, amounts in this column represent the unvested portion of performance-based equity awards granted in 2022 and 2023 that were earned based on 2022 performance and 2023 performance, respectively, and which vest in substantially equal installments on the first three anniversaries of the grant date.

  49. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table shows the number of stock options exercised and stock vested in 2024 for each of the NEOs:

  50. 2024 Option Exercises and Stock Vested

    | | OPTION AWARDS | | STOCK AWARDS | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Ronald F. Clarke | 1,575,000 | $236,600,700 | 6,745 | $1,883,676 | | Tom Panther | — | — | 3,551 | $973,216 | | Alissa B. Vickery | 23,276 | $2,904,015 | 1,627 | $459,178 | | Armando L. Netto | 118,675 | $20,447,724 | 13,848 | $3,896,897 | | Alan King | 26,272 | $5,859,739 | 10,716 | $3,016,944 |

  51. 2024 Option Exercises and Stock Vested

    (1)Value realized with respect to (i) option awards is the excess of the price of our common stock on the New York Stock Exchange at the time of exercise over the exercise price and (ii) stock awards is the closing price of our common stock on the New York Stock Exchange on the business day prior to the vesting date. There is no guarantee the NEOs actually received or will receive the value indicated upon the ultimate disposition of the underlying shares of common stock.

  52. 2024 Option Exercises and Stock Vested

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  53. 2024 Option Exercises and Stock Vested

    06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

  54. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  55. Quantification of Potential Payments

    Quantification of Potential Payments The following table shows the potential payments to the NEOs upon a termination of employment in various circumstances, including in connection with a change in control. In preparing the table, we assumed the triggering event occurred on December 31, 2024.

  56. Quantification of Potential Payments

    | Name | Severance Amount(1) ($) | Accelerated Vesting of Equity Awards(2) ($) | Benefits(3) ($) | Total ($) | | Ronald F. Clarke | | | | | | Termination without cause | 1,800,000 | — | 28,799 | 1,828,799 | | Termination for good reason or termination without cause following a change in control | 1,800,000 | 20,563,076 | 28,799 | 22,391,875 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | — | — | — | | Tom Panther | | | | | | Termination without cause | 525,000 | — | 26,829 | 551,829 | | Termination without cause following a change in control | 525,000 | 6,596,902 | 26,829 | 7,148,731 | | Termination for good reason following a change in control | — | 6,596,902 | — | 6,596,902 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | 2,897,515 | — | 2,897,515 | | Alissa B. Vickery(4) | | | | | | Termination without cause | 300,000 | — | — | 300,000 | | Termination without cause following a change in control | 300,000 | 1,161,311 | — | 1,461,311 | | Termination for good reason following a change in control | — | 1,161,311 | — | 1,161,311 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | 713,216 | — | 713,216 | | Armando L. Netto(5) | | | | | | Termination without cause | 550,000 | — | 27,291 | 577,291 | | Termination without cause following a change in control | 550,000 | 13,218,785 | 27,291 | 13,796,076 | | Termination for good reason following a change in control | — | 13,218,785 | — | 13,218,785 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | 7,071,012 | — | 7,071,012 | | Alan King | | | | | | Termination without cause | 450,000 | — | 29,924 | 479,924 | | Termination without cause following a change in control | 450,000 | 9,702,987 | 29,924 | 10,182,911 | | Termination for good reason following a change in control | — | 9,702,987 | — | 9,702,987 | | Change in control | — | — | — | — | | Death or disability/Retirement | — | 4,822,666 | — | 4,822,666 |

  57. Quantification of Potential Payments

    (1)For Mr. Clarke, represents 150% of his then-current annual base salary and any accrued vacation. For Mr. Panther, Ms. Vickery, Mr. Netto and Mr. King, represents one year of their then-current annual base salary. (2)Under our 2010 Plan and the stock option, restricted share and restricted stock unit agreements with each named executive officer, all awards are subject to double trigger vesting in the event of a change in control. The treatment of such awards in the event of certain other terminations of employment is described above under the heading “Equity Incentives.” The value shown above with respect to a change in control represents the value of the unvested options, restricted shares and restricted stock units held by the named executive officers at December 31, 2024, assuming a value of $338.42 per share, the closing price of our common stock on the New York Stock Exchange on December 31, 2024, for which vesting would be accelerated. The value shown above with respect to death, disability and retirement represents the value of the portion of the awards that are scheduled to vest in the year in which the retirement, death or disability occurs, which portion would vest upon such events. For options with an exercise price above the closing price of our common stock on December 31, 2024, accelerated vesting value was assumed as zero. (3)Represents payment of medical, dental and vision benefits for 12 months. (4)The Company does not hold an offer letter or other individual agreement with Ms. Vickery. For purposes of this disclosure, we have assumed that Ms. Vickery would receive cash severance compensation similar to other non-CEO NEOs. (5)Prior to his relocation to the U.S. in July 2024, Mr. Netto was based in Brazil. For compensation earned by Mr. Netto prior to his relocation, amounts were denominated in Brazilian Real and have been converted to U.S. dollars at an average exchange rate of $1 to R$5.1395 for Jan-July 2024.

  58. Quantification of Potential Payments

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  59. Quantification of Potential Payments

    07. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth information, as of December 31, 2024, with respect to 2010 Plan, which is our only equity compensation plan under which common shares are authorized for issuance:

  60. Quantification of Potential Payments

    | Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1) | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights(2) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))(3) | | | (a) | (b) | (c) | | Equity Compensation Plans Approved by Security Holders | 3,220,573 | $191.97 | 3,704,175 | | Equity Compensation Plans Not Approved by Security Holders | — | — | — | | Total | 3,220,573 | $191.97 | 3,704,175 |

  61. Quantification of Potential Payments

    (1)Includes performance-based awards assuming the maximum level of performance, which may overstate the dilution associated with such awards. (2)The weighted-average exercise price relates to outstanding stock options only. The Company’s other equity awards have no exercise price. (3)All of the shares available under the 2010 Plan may be issued for awards other than options, warrants or rights, such as restricted stock. 08. COMPENSATION COMMITTEE REPORT The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis provided above. Based on its review and discussions, the compensation committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

  62. Pay Versus Performance Table(1)

    Pay Versus Performance Table(1)

  63. Pay Versus Performance Table(1)

    | | | | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs(2) ($) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | Year | Summary Compensation Table (“SCT”) Total for PEO ($) | Compensation Actually Paid to PEO(2) ($) | | | Total Shareholder Return(3) ($) | Peer Group Total Shareholder Return(4) ($) | Net Income(5) ($ in millions) | Company- Selected Measure: Adjusted EPS-COMP(6) ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 28,050,998 | 48,357,542 | 4,025,133 | 5,546,679 | 117.62 | 164.12 | 1,004 | 19.49 | | 2023 | 2,669,024 | 21,140,906 | 3,076,074 | 5,914,216 | 98.22 | 149.36 | 982 | 17.18 | | 2022 | 3,986,998 | (24,347,434) | 3,883,399 | 208,386 | 63.84 | 98.20 | 954 | 15.54 | | 2021 | 57,923,473 | 31,186,881 | 4,524,830 | 2,515,971 | 77.80 | 118.74 | 839 | 12.66 | | 2020 | 1,311,225 | (325,275) | 2,179,759 | 2,244,485 | 94.82 | 124.60 | 704 | 5.78 |

  64. Pay Versus Performance Table(1)

    (1)Mr. Clarke was our principal executive officer (“PEO”) for the full year for each of 2024, 2023, 2022, 2021 and 2020. For 2024 and 2023, our non-PEO NEOs were Mr. Panther, Ms. Vickery, Mr. Netto, and Mr. King. For 2022, our non-PEO NEOs were Ms. Vickery, Charles Freund, Mr. Netto, Mr. King, Alexey Gavrilenya and John Coughlin. For 2021, our non-PEO NEOs were Mr. Freund, Mr. Coughlin, Mr. Gavrilenya, and Mr. Netto. For 2020, our non-PEO NEOs were Mr. Freund, Eric Dey, Mr. Coughlin, Mr. Gavrilenya, and Mr. Netto. (2)For each of Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) or column (d) (as applicable) for such Covered Year certain amounts, including the following amounts for 2024:

  65. Pay Versus Performance Table(1)

    | Item and Value Added (Deducted) | 2024 | | For Mr. Clarke: Summary Compensation Table Total: | $28,050,998 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | ($16,550,353) | | - SCT “Option Awards” column value | ($10,268,500) | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $20,922,646 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | — | | + vesting date fair value of equity awards granted and vested in Covered Year | — | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $26,202,751 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | — | | Compensation Actually Paid: | $48,357,542 |

  66. Pay Versus Performance Table(1)

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  67. Pay Versus Performance Table(1)

    11. PAY VERSUS PERFORMANCE DISCLOSURE

  68. Pay Versus Performance Table(1)

    | For Non-PEO NEOs (Average): Summary Compensation Table Total: | $4,025,133 | | - change in actuarial present value of pension benefits | — | | + service cost of pension benefits | — | | + prior service cost of pension benefits | — | | - SCT “Stock Awards” column value | ($2,423,967) | | - SCT “Option Awards” column value | ($925,026) | | + year-end fair value of outstanding equity awards granted in Covered Year that were outstanding as of Covered Year-end | $3,733,833 | | +/- change in fair value (from prior year-end to Covered Year-end) of outstanding equity awards granted in prior years that were outstanding as of Covered Year-end | $1,113,450 | | + vesting date fair value of equity awards granted and vested in Covered Year | $3,066 | | +/- change in fair value (from prior year-end to vesting date) of prior-year equity awards vested in Covered Year | $20,190 | | - prior year-end fair value of prior-year equity awards forfeited in Covered Year | — | | + includable dividends/earnings on equity awards during Covered Year | — | | Compensation Actually Paid: | $5,546,679 |

  69. Pay Versus Performance Table(1)

    (3)For each Covered Year, our TSR was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.001 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on December 31, 2019 through and including the last day of the fiscal year covered (each one-year, two-year, three-year, four-year, and five-year period, the “Measurement Period”), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2024, 2023, 2022, 2021 and 2020, as applicable. Because Covered 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. (4)For purposes of this pay versus performance disclosure, our peer group is the S&P 500® Data Processing & Outsourced Services Sub Industry Index (the “PVP Peer Group”). For each Covered Year, our peer group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment, in the PVP Peer Group. (5)Net income is calculated in accordance with United States Generally Accepted Accounting Principles. (6)Adjusted EPS-COMP is Adjusted EPS (or adjusted net income per diluted share), calculated as set forth on Appendix A, further adjusted to exclude the impact of (a) the macro-environment (including foreign exchange rates, fuel prices, tax rates, fuel price spreads and interest rate fluctuations), and (b) acquisitions and divestitures.

  70. Pay Versus Performance Table(1)

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  71. Pay Versus Performance Table(1)

    11. PAY VERSUS PERFORMANCE DISCLOSURE The charts to the right provide, across the Covered Years, (1) a comparison between our cumulative TSR and the cumulative TSR of the PVP Peer Group, and (2) illustrations of the relationships between (A) the CAP to the PEO and the average CAP to our non-PEO NEOs (in each case as set forth in the PVP Table above) and (B) each of the performance measures set forth in columns (f), (h) and (i) of the PVP Table above. For a discussion of how our compensation committee assessed “pay-for-performance” and how our executive compensation program is designed to link executive compensation with the achievement of our financial and strategic objectives as well as stockholder value creation each year, see the “Compensation Discussion and Analysis” section in this Proxy Statement. The following table lists the financial performance measures that we believe represent the most important financial performance measures we used to link CAP to our NEOs for 2024 to our performance:

  72. Pay Versus Performance Table(1)

    | Most Important Financial Performance Measures | | Adjusted EPS-COMP | | GAAP Revenue, as adjusted | | Stock Price |

  73. TSR and Peer TSR vs. Compensation Actually Paid

    TSR and Peer TSR vs. Compensation Actually Paid

  74. Net Income vs. Compensation Actually Paid

    Net Income vs. Compensation Actually Paid

  75. Adjusted EPS-COMP vs. Compensation Actually Paid

    Adjusted EPS-COMP vs. Compensation Actually Paid

  76. Adjusted EPS-COMP vs. Compensation Actually Paid

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  77. Adjusted EPS-COMP vs. Compensation Actually Paid

    12. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS Our audit committee is responsible for reviewing and approving transactions with the Company involving $120,000 or more in any calendar year, and in which certain related persons have a direct or indirect material interest. A related person is: (1) any of our directors, nominees for director or executive officers, (2) any immediate family member of a director, nominee for director or executive officer, and (3) any person, and his or her immediate family members, or entity that was a beneficial owner of 5% or more of any of our outstanding equity securities at the time the transaction occurred or existed. The policy does not apply to compensation and benefits subject to compensation committee approval, transactions below certain dollar thresholds in which the related party’s interest is indirect and other specified transactions. Our policy is published on our website at https://investor.corpay.com. 13. DELINQUENT SECTION 16(A) REPORTS Section 16(a) of the Exchange Act of 1934 requires our directors, executive officers, and persons who own more than 10% of our common shares to file reports of their ownership and changes in ownership of our common shares with the SEC. Our employees prepare these reports for our directors and executive officers who request it on the basis of information obtained from them and from our records. Based on information available to us during fiscal year 2024, and representations made to us by the reporting persons, we believe that all reports were made in a timely manner other than one report for Messrs. Panther and Sloan, and two reports for Messrs. Clarke, Netto and King and Ms. Vickery, all of which were filed late due to administrative error. 14. FIVE YEAR STOCK PERFORMANCE GRAPH The graph assumes $100 invested on December 31, 2019, at the closing per share price of our common shares on that day ($287.72) through December 31, 2024, and compares (a) the percentage change of our cumulative total shareholder return on the common shares (as measured by dividing (i) the difference between our share price at the end and the beginning of the period presented by (ii) the share price at the beginning of the periods presented) with (b) (i) the Russell 2000 Index, (ii) the S&P 500® Data Processing & Outsourced Services Index and (iii) the S&P 500® Index. Corpay Russell 2000 Index S&P 500® Data Processing & Outsourced Services Index S&P 500® Index

  78. Adjusted EPS-COMP vs. Compensation Actually Paid

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  79. Adjusted EPS-COMP vs. Compensation Actually Paid

    15. AUDIT COMMITTEE REPORT Our audit committee operates under a written charter adopted by the Board. It is available on our website at https://investor.corpay.com under Corporate Governance. The audit committee reviews the charter annually. The Board reviews annually the NYSE’s listing standards definition of independence for audit committee members to determine that each member of the audit committee meets the standards. The Board has determined that Mr. Macchia and Mr. Throop are “audit committee financial experts” as defined by SEC rules. The Board has the ultimate authority for effective corporate governance, including oversight of management. The audit committee assists the Board in fulfilling its responsibilities by overseeing the Company’s accounting and financial reporting processes, the audits of the Company’s consolidated financial statements and internal control over financial reporting, the qualifications and performance of the independent registered public accounting firm engaged as the Company’s independent auditor, and the performance of the Company’s internal audit function. The audit committee relies on the expertise and knowledge of management, the internal audit function and the independent auditor in carrying out its oversight responsibilities. Management is responsible for the preparation, presentation, and integrity of the Company’s consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting, and disclosure controls and procedures designed to ensure compliance with accounting standards, applicable laws and regulations. Management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of the Company’s system of internal control. Ernst & Young LLP (“EY”), our independent auditor, is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with GAAP. The independent auditor also is responsible for expressing an opinion on the effectiveness of our internal control over financial reporting. The audit committee met seven times during 2024. In connection with the audit of our consolidated financial statements for the year ended December 31, 2024, the audit committee, among other actions: èReviewed and discussed the Company’s earnings press release, consolidated financial statements and its annual report on Form 10-K, with management and the independent auditor èReviewed with management and the independent auditor management’s assessment of the effectiveness of our internal control over financial reporting èReviewed with the independent auditor and management, the audit scope of the independent auditor èInquired about significant risks, reviewed the Company’s policies for risk assessment and risk management and assessed the steps management is taking to control these risks, and èMet in executive session with the independent auditor The audit committee has reviewed and discussed with management and the independent auditor our 2024 audited consolidated financial statements, and the independent auditor’s report on those financial statements. Management represented to the audit committee that the Company’s financial statements were prepared in accordance with GAAP. Ernst & Young LLP presented the matters required to be discussed with the audit committee by Public Company Accounting Oversight Board (United States) Audit Standard AU Section 380 Communications with Audit Committees and Rule 2-07 of SEC Regulation S-X. This review included a discussion with management and the independent auditor of the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant estimates and judgments and the disclosures in the Company’s consolidated financial statements and related footnotes, including the disclosures relating to critical accounting policies.

  80. Adjusted EPS-COMP vs. Compensation Actually Paid

    | 2025 Notice of Annual Meeting & Proxy Statement | 69 |

  81. Adjusted EPS-COMP vs. Compensation Actually Paid

    15. AUDIT COMMITTEE REPORT The audit committee recognizes the importance of maintaining the independence of the Company’s independent auditor, both in fact and appearance. EY has audited the Company’s consolidated financial statements annually since it was first appointed in 2002. Consistent with its charter, the audit committee, along with the Company management and internal auditors, reviewed EY’s performance as part of the audit committee’s consideration of whether to reappoint the firm as our independent auditors. As part of this review of EY, the audit committee considered independence and objectivity, quality of service, evaluations by our management and internal auditors, the quality and candor of communications with the audit committee and management, the length of time the audit firm has served as our independent auditors, the fees for audit and non-audit services, capability and expertise in the financial services industry and in handling the breadth and complexity of our worldwide operations, the audit approach, and size and reputation. As part of its auditor engagement process, the audit committee considers whether to rotate the independent audit firm, and periodically solicits competitive bids for the independent auditor engagement to help ensure the competitiveness of the independent auditor with respect to each of the factors set forth above. The audit committee also evaluates the selection of the lead audit partner, including their qualifications and performance, most recently appointing the current lead partner in 2024. The process involved consultation with EY and meetings with several candidates, and facilitated involvement of the incoming lead partner in various 2023 meetings to provide an orderly transition in 2024. Based on the criteria described above, the audit committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, for filing with the SEC. Also, based on the criteria described above, the audit committee has selected Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2025 subject to shareholder ratification. The Board is recommending that shareholders ratify this selection at the annual meeting.

  82. The Board recommends a vote AGAINST this proposal

    The Board recommends a vote AGAINST this proposal The Board has carefully considered the shareholder proposal and believes that permanently prescribing a leadership structure for the Company and requiring the appointment of an independent Board Chairman is not in the best interests of the Company or its shareholders. The Board believes that it should have the flexibility to consider all relevant factors and select the most appropriate leadership structure for the Company’s circumstances, at any given time. The current Board leadership structure, together with the Board’s other practices described below and elsewhere in this Proxy Statement, already provides effective independent oversight of management, promotes Board accountability and responsiveness to shareholders, and facilitates our execution on strategic priorities. The appointment of a Lead Independent Director precludes the need to permanently separate the role of CEO and Chairman of the Board. The Lead Independent Director serves a one- year term, which expires at each annual meeting of shareholders. Currently, Mr. Stull, an independent Director, is the Lead Independent Director. Mr. Stull has served as Lead Independent Director since 2020, with his term ending at the annual meeting. The Board expects that, if elected at the annual meeting, Mr. Stull will be appointed to serve another term as Lead Independent Director until the 2026 annual meeting. Mr. Stull is the Founder and CEO of Advantage Capital Partners, a private equity firm, which, since formation, has invested $4.1 billion in over 900 companies, spanning a diverse array of industry sectors. Prior to founding Advantage Capital Partners, Mr. Stull served for nine years as an executive in the investment department of General American Life Insurance Company, heading its securities division and personally managing its high yield, convertible, and preferred stock portfolios. Mr. Stull has served as a director for public and private companies, including serving as member of audit and compensation committees. Mr. Stull is nationally recognized for his leadership efforts in small business capital formation, particularly for businesses located in distressed or underserved communities. He was recognized by Ernst & Young as Entrepreneur of the Year for his sponsorship of entrepreneurship in Louisiana. Because of Mr. Stull’s extensive experience serving customers similar to the Company, his guidance and advice as a member of the Board has been instrumental in the achievement of 20% CAGR Adjusted EPS growth since going public in 2010. As a highly accomplished executive, his intimate knowledge of the Company’s business experienced through many business cycles has made him a highly effective Company director and an extraordinarily qualified Lead Independent Director. Also, he holds an MBA and bachelor’s degree in finance and economics from Washington University in St. Louis. He has earned the Fellow Life Management Institute/Master designation and the right to use the Chartered Financial Analyst designation. Our Corporate Governance Guidelines provide the Board with the flexibility to determine the optimal leadership structure, including separating the positions of Chair and CEO if circumstances warrant. The Board believes that the Directors are best positioned to lead this evaluation given their knowledge of the Company’s leadership team, strategic goals, opportunities and challenges. When the Board established the position of a Lead Independent Director, it assigned the following powers and responsibilities: èPreside at all meetings of the Board at which the Chair of the Board is not present; èPreside over executive sessions of the non-employee directors; èServe as liaison between the non-employee directors and the Chair and the CEO; èCall meetings of non-employee directors, with appropriate notice; èCoordinate with the Chair and CEO on meeting schedules, agendas and information provided to the Board; èBe available for consultation with significant stockholders if so requested; and èExercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time. Most companies in the S&P 500 do not take a rigid approach to Board leadership structure. According to a 2023 report on Board Leadership and Structure by the Conference Board, 76% of companies in the S&P 500 provide their boards with flexibility to determine its leadership structure and only 17% state that the CEO and Chair role should be separated. In addition, there is no evidence supporting the claim that an independent Chair would improve the Company’s or the Board’s effectiveness. Instead, the Board believes that the current Board leadership structure leads to certain efficiencies and allows the Company to speak with one, clear, unified voice as it tackles the many challenges and opportunities it faces. Moreover, Corpay utilizes robust corporate governance practices, as described in more detail in the Corpay, Inc. Corporate Governance Guidelines at https:// investor.corpay.com, including maintaining strong, independent oversight on behalf of stockholders and consistently ensuring that each Board committee is led by and composed of independent Directors. Given the demonstrated successes of the Company’s Chair and CEO, the robust role and responsibilities of our Lead Independent Director and Corpay’s strong Board and corporate governance practices, the Board believes it is in the best interests of the Company and its stockholders to maintain the flexibility to determine the appropriate leadership structure for the Company.