cpay-20250430


2025 Notice of Annual Meeting & Proxy Statement	1

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER


		Ronald F. Clarke Chair & Chief Executive Officer

My Fellow Shareholders,

Thank you for your investment in Corpay, the Corporate Payments Company.

Performance & Positioning

Our 2024 financial performance again reached record levels,

with revenue of $4.0 billion, up 6%, adjusted earnings per

share of $19.01, up 12%, and adjusted EBITDA of over $2.1

billion, up 7%. Each of these metrics set all-time records,

and continue to demonstrate the durability and power of our

Company. We closed two acquisitions in our Corporate

Payments line of business, which further enhanced our

competitive advantage and scale.

2024 was another year where we made substantial progress

advancing our priorities:

èRebrand. We rebranded and simplified the Company,

which is now Corpay, the Corporate Payments

Company. This has helped drive not only awareness of

our Company, but also improved our sales effectiveness

and efficiency.

èCorporate Payments Scale. Our Corporate Payments

business is the largest in the business-to-business

payments industry and continues to be our fastest

growing segment. In 2024, this business was over 30%

of the Company’s revenue and we monetized over $170

billion in spend. We will continue to focus significant

efforts and capital to support the growth of this business

in 2025. We remain confident that it will be

approximately 40% of Company revenue by the end of

2025 and over 50% within another few years.

èVehicle Payments Expansion. We have advanced our

vehicle payments offerings, with material progress in

Brazil and early indications of success in the UK.

Exposing our strong network assets to a broader group

of customers improves both sales and volume.

These efforts enhance our ability to deliver our mid-term

objectives to annually grow revenue 10% and adjusted

earnings per share 15-20%. We saw significant improvement

in our valuation and stock price during 2024, and we expect

the market to continue to reward our performance as we

deliver consistent, quality results.

Governance & Board Oversight

We have an experienced Board of Directors with a diverse

set of skills and experience, including leading large, global

public companies within our industry. Our directors provide

valuable oversight regarding audit, compensation,

governance and strategy. Our Board of Directors has been

deeply involved in all aspects of the business, including our

shareholder engagement efforts, and has helped drive

responsive enhancements to our practices.

Your Support

On behalf of our Board of Directors, we sincerely ask that

you vote with our recommendations. We appreciate our

shareholders’ support and feedback, and we will continue to

reach out on a regular basis to gain further insights and

perspectives.

Ronald F. Clarke

Chair & Chief Executive Officer


2025 Notice of Annual Meeting & Proxy Statement	3

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS




Meeting Date and Time: June 11, 2025 10:00 a.m. Eastern Daylight Time	Meeting Place: 3280 Peachtree Road, Suite 2400 Atlanta, GA 30305	Record Date: April 16, 2025

Agenda


	To elect the eleven directors
	To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm
	To approve, on an advisory basis, named executive officer compensation
	To vote on a shareholder proposal regarding an independent Board chair requirement, if properly presented at the meeting

We may also transact other business that properly comes before the meeting.

Mailing Date and Availability of Proxy Materials

On or about April 30, 2025, we mailed a Notice of Internet Availability of Proxy Materials to shareholders. Shareholders of

record at the close of business on April 16, 2025 are entitled to receive notice of, and to vote at, the meeting.

YOUR VOTE IS IMPORTANT

Please vote as soon as possible by one of the methods shown below, whether or not you expect to attend the annual meeting.

Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow

the instructions below. Vote by 11:59 P.M. ET the day before the meeting (June 10, 2025).




èBy Internet www.proxyvote.com Use the internet to transmit your voting instruction and for electronic delivery of information	èBy Phone 1-800-690-6903 Use any touch tone telephone to transmit your voting instructions	èBy Mail Mark, sign and date your proxy card and return it in the postage- paid envelope provided with your proxy materials or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717

Sincerely,

Corpay Board of Directors

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 11, 2025:

Our Proxy Statement and Annual Report to Shareholders are available at https://investor.corpay.com.


2025 Notice of Annual Meeting & Proxy Statement	5

01. SUMMARY



	Information About Our 2025 Annual Meeting Date and Time: Wednesday, June 11, 2025, at 10:00 a.m. Eastern Daylight Time Place: Our offices at 3280 Peachtree Road, Suite 2400 Atlanta, GA 30305 Record Date: April 16, 2025 (70,473,695 common shares and 105,650 unvested restricted shares entitled to vote as of the record date). Voting: Holders of common shares as of the close of business on April 16, 2025 may vote at the Annual Meeting. One vote per share for each director nominee and each of the other proposals described below.

Proposals and Board Recommendations


Proposal		Board Recommendation	For More Information
	To elect the eleven directors	FOR each nominee	Page 71
	To ratify the reappointment of Ernst & Young LLP as our independent public accounting firm for 2025	FOR	Page 71
	To approve, on an advisory basis, named executive officer compensation	FOR	Page 71
	To vote on a shareholder proposal regarding an independent Board chair requirement, if properly presented at the meeting	AGAINST	Page 72

For complete information regarding our 2025 annual meeting of shareholders, the proposals to be voted on and our

performance, please review the entire Proxy Statement and our 2024 annual report, available at https://investor.corpay.com

and proxyvote.com.


6	2025 Notice of Annual Meeting & Proxy Statement

02. CORPAY AT A GLANCE

$4B

ANNUAL REVENUE

800,000+

CUSTOMERS

2.4B+

TRANSACTIONS

PER YEAR

>11,000

EMPLOYEES

As of December 31, 2024

Corpay, Inc. (“Corpay,” or the “Company”) is a leading global corporate payments company

that helps businesses and consumers manage and pay their expenses in a simple,

controlled manner. We serve businesses, partners, merchants, and consumers in North

America, Latin America, Europe, and Asia Pacific.

Businesses spend an estimated $145 trillion of non-payroll spend each year with other

businesses. In many instances, businesses lack the proper tools to monitor what is being

purchased and employ manual, paper-based, disparate processes and methods to both

approve and make payments for their business-to-business purchases. This often results in

wasted time and money due to unnecessary or unauthorized spending, fraud, receipt

collection, data input and consolidation errors, inaccurate reimbursement processing,

account reconciliation errors, employee misuse and more.

Our wide range of modern payment solutions generally provides control, reporting, and

automation benefits superior to many of the payment methods businesses use, such as

cash, paper checks, general purpose credit cards, as well as employee pay and reclaim

processes. In addition to delivering meaningful value to our customers, our solutions also

share several important and attractive business model characteristics such as:

èMajority of revenue is derived primarily from business customers, which tend to have

relatively predictable consistent volumes;

èRecurring revenue models driven by recurring volume, resulting in predictable revenue;

èUnique selling systems with common sales approaches, management and reporting;

èSpecialized technology platforms and proprietary payment acceptance networks, which

create competitive advantages and barriers to entry; and

èHigh EBITDA margins and cash flow translation with limited infrastructure investment

requirements.

Our Vision

Corpay’s vision is that every payment is digital, every purchase is controlled, and every

related decision is informed. Digital payments are faster and more secure than paper-based

methods such as checks, provide timely and detailed data that can be utilized to effectively

reduce unauthorized purchases and fraud, automate data entry and reporting and eliminate

reimbursement mistakes. Combining this payment data with analytical tools delivers

powerful insights, which managers can use to better run their businesses.

Our Mission

Corpay uses modern technology to help companies control business expenses and make

payments more safely and securely than ever before. Through the digitalization of

payments, we support ecosystems which benefit all participating constituents: payment-

making customers, payment-accepting merchants, tax-collecting governments, and Corpay.


2025 Notice of Annual Meeting & Proxy Statement	7

02. CORPAY AT A GLANCE

Our Strategy

We are executing on a strategy of optimizing assets,

2010-2024

17%

leveraging similar selling methods, and bundling and cross-

selling value-added solutions. We continue to enhance our

solutions to displace inferior payment methods, improve

customers’ mobile and digital experiences, and extend utility.

We actively market and sell to current and prospective

customers leveraging a multi-channel go-to-market

approach, which includes comprehensive digital channels,

direct sales forces and strategic partner relationships. We

supplement our organic growth strategy and sales efforts by

pursuing attractive acquisition opportunities, which serve to

strengthen our market positions and accelerate growth. We

have simplified the Company by consolidating into three

operating segments—Vehicle Payments, Corporate

Payments and Lodging Payments—and we will rationalize

businesses that are not core. With a long, proven operating

history, Corpay now serves hundreds of thousands of

business customers with millions of cardholders making

payments to millions of vendors around the world.

Our Performance

Corpay has delivered a superior track record of growth,

2010-2024

19%

generating compound annual growth rates of 17% in

revenue and 19% in adjusted net income per diluted share

(“Adjusted EPS”) since going public in 2010.

Revenue(1)

(in millions)

CAGR

Adjusted Net Income

Per Diluted Share(2)

CAGR

(1)Revenues before 2018 are presented pre-adoption of ASC 606.

(2)Non-GAAP financial measures. See appendix for reconciliation of non-GAAP measures to GAAP.


8	2025 Notice of Annual Meeting & Proxy Statement

02. CORPAY AT A GLANCE

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.

Forward-Leaning Corporate Governance

In response to our shareholder engagement efforts and

recent shareholder votes at our annual meetings, we have

taken significant steps to adopt many corporate governance

best practices:

èDeclassified Board of Directors

èLead Independent Director

èMajority voting in Director elections

èExpanded shareholder engagement

èProxy access

èShareholder right to call special meetings

èShareholder right to act by written consent

èNo supermajority shareholder voting

èRegular review of governance practices

èContinued publication of our annual Corporate

Responsibility and Sustainability report

Forward-Leaning Compensation Practices

Corpay has embraced best practices in our compensation

programs, which strongly support our pay-for-performance

philosophy and culture:

èNEO compensation aligned with Company and, as

applicable, division performance

èTotal target pay levels generally at or below peer median

èSignificant portion of NEO compensation generally

delivered in the form of equity-based awards

èDifferent performance metrics for different compensation

components

èIncentive payouts tied closely to achieving published

guidance

èSignificant stock ownership requirements

èNo repricing or cashing out of underwater stock options

or stock appreciation rights

èNo hedging or pledging of common shares

èNo excise tax gross-ups

èNo excessive perquisites

èMaintain a compensation clawback policy that exceeds

the Dodd-Frank Act requirements by extending to

executive misconduct

èBelow-market severance policies

èShareholder engagement includes nomination and

governance committee Chair, compensation committee

Chair, additional Board members and management

èUtilize an independent compensation consultant


2025 Notice of Annual Meeting & Proxy Statement	9

02. CORPAY AT A GLANCE

Shareholder Engagement Results

Our 2024 shareholder outreach was a continuation of our

annual comprehensive shareholder engagement plan. We

have taken decisive action in recent years in response to our

shareholder outreach initiatives and we believe that our

practices address the feedback we received. Our

shareholder engagement ensured that we heard the

feedback of our shareholders—in addition to generous

access to the management team, after we mailed the 2024

Proxy Statement, but before the 2024 shareholder meeting,

we offered the opportunity to discuss our Proxy Statement

with our top 10 shareholders as of December 31, 2023.

We invited shareholders representing approximately 54% of

our shares outstanding as of December 31, 2023 to discuss

matters that were presented at our 2024 shareholder

meeting, including our executive compensation program.

Additionally, our senior management presented at 18 sell-

side hosted investor events, including 12 conferences, and

met with investors representing over 60% of our shares

outstanding as of December 31, 2023 throughout 2024 to

discuss the Company’s performance and short and long-

term strategic direction.

Who We Engage:

èInstitutional shareholders

èSell-side analysts

èRetail shareholders and shareholder advocates

èFixed income investors

èProxy advisory firms

How We Engage:

èQuarterly earnings calls

èInvestor conferences

èAnnual shareholder meetings

èInvestor roadshows, on-site visits and virtual meetings

èOne-on-one meetings

How We Communicate:

èAnnual report

èProxy statement

èSEC filings

èPress releases

èCompany website

èInvestor presentations

èCorporate Responsibility and Sustainability Report


10	2025 Notice of Annual Meeting & Proxy Statement

02. CORPAY AT A GLANCE

Based on our outreach efforts and our review of the recommendations of proxy advisory firms, the table below summarizes

what we heard and how we responded in 2024 and 2025.


	What we heard		What we have done in response

	Interest in the direction of NEO compensation, including metrics used for NEO incentive-based compensation		Annual Bonus Equity Incentive Performance Metrics: The entire portion of all NEOs’ (including the CEO) targeted Annual Bonus Equity Incentive opportunities for 2024 was contingent upon the achievement of pre-established financial and operating metrics. This incentive is fully denominated and settled in shares of stock and is intended to replace a traditional cash bonus opportunity. Performance Linkages: The 2024 equity incentives to all of our NEOs were comprised at least 50% of performance-based incentives. These performance-based incentives were 100% contingent on the achievement of pre-established earnings per share, revenue and/or operating metrics. In 2024, after NEO target compensation was determined, Mr. Netto received tax equalization equity grants in connection with his relocation to the U.S. Due to the special nature of these equity grants, and that they were not contemplated when his 2024 target compensation was determined, they were excluded from his performance-based incentive calculation.


	The majority of NEO compensation should be performance-based		For 2025, we ensured more than 50% of all NEO equity incentives in the aggregate is performance- based. As noted above, the majority of all NEO equity incentives grant value in 2024 was similarly tied to the achievement of performance metrics.


	Long-term compensation should have longer measurement periods		We define long-term equity compensation as having a vest schedule that is greater than one year. For 2024 and 2025, a portion of long-term equity compensation has a performance measurement period of three years.


	Compensation structures should align with value creation		For 2024, equity incentives were granted 100% in the form of equity-based awards that are settled in the form of shares. We did not offer a traditional cash bonus opportunity to our NEOs and instead provided a short-term incentive opportunity in the form of an equity-based award (referred to as the Annual Bonus Equity Incentive). A portion of our NEOs’ targeted equity incentive opportunities are tied to the achievement of pre-established financial metrics that directly contribute to long-term shareholder value creation. Demonstrating our commitment to aligning NEOs’ incentive earnings with shareholder value creation, for 2024, as the pre-established financial metrics were not achieved, the compensation committee used negative discretion to reduce the Annual Bonus Equity Incentive against the Annual Bonus Equity Incentive program formulaic results.


	CEO compensation structure should help ensure long- term retention		In 2024, we provided the CEO with long-term equity awards, a portion of which has a performance measurement period of three years.


	Compensation for NEOs should have a total shareholder return component		We continue to believe the performance metrics we have chosen for our equity incentives are directly aligned with the creation of shareholder value, and are therefore the most appropriate metrics in the near-term. We have considered the use of relative total shareholder return ("TSR"), but have found that there are too few companies in our direct operating space that present the opportunity for reliable and statistically relevant comparisons of TSR over a three-year period. We intend to continue to review the possibility of adding relative TSR as a metric in coming years, and are receptive to doing so in the event that reliable comparisons are available. At target, and on average, over 90% of NEO compensation is settled in shares of stock, implicitly incorporating a TSR component.


	Disclosure should provide context for why the Company selects particular performance metrics for incentive-based compensation		In direct response to shareholder input, we have substantially enhanced our disclosure of our incentive metrics in this year’s Proxy Statement. As noted throughout this Proxy Statement, a portion of our NEOs’ equity incentives are tied to the achievement of the financial and operating metrics that best align with shareholder value creation.


2025 Notice of Annual Meeting & Proxy Statement	11

02. CORPAY AT A GLANCE

Our Commitment to Corporate Responsibility

Corporate responsibility promotes the long-term interests of our shareholders and strengthens Board and management

accountability. Our corporate strategy includes a focus on how environmental and social issues may impact the long-term

interests of our shareholders and other stakeholders. We believe that environmentally and socially responsible operating

practices are important considerations while generating value for our shareholders, being good partners with our customers by

providing efficient payment solutions, and being a good employer to our employees.

People

As of December 31, 2024, Corpay employed approximately 11,200 associates located in 24 countries around the world, with

approximately 4,300 of those associates based in the U.S. Our values-driven people programs, practices and policies have

been developed to ensure we are able to attract, retain and develop the quality of talent necessary to advance our key

initiatives and achieve our strategic objectives. We are firmly committed to delivering a strong employee value proposition and

unique employment experience to our associates which, in turn, should lead to better customer experiences and business

outcomes.

Core Values

INNOVATION

Figure out

a better way

COLLABORATION

Accomplish

more together

EXECUTION

Get it done

outputs matter

INTEGRITY

Do the

right thing

PEOPLE

We make

the difference

Culture

We strongly believe that commitment to our culture is a strong determinant of the Company’s

performance and success. Our culture has evolved through time, as the Company has grown

considerably both organically and through acquisitions. Despite Corpay’s expansive size and

geographic scope, we retain a strong entrepreneurial spirit, and share a common vision,

mission and set of values, which together serve as cornerstones to our “One Corpay” culture.

Our Core Values are infused in all aspects of Corpay and guide our employee selection,

behavior and interactions with both internal and external stakeholders. Through our relentless

efforts to improve our workplace at Corpay, in 2024 we earned the Great Place to Work

CertificationTM by the Great Place to Work Institute.

As of December 31, 2024, females represented approximately 50% of our global workforce

and approximately 17% of our senior leadership team, while minorities comprised

approximately 32% of our domestic workforce and approximately 17% of our senior

leadership team.

We believe fostering a welcoming environment and an engaged employee base aligns with

our values. Our global council, three regional councils and nine employee resource groups

(ERGs), which are open to all of our employees, are dedicated to building positivity and

engagement into all aspects of our global operations. The councils and ERGs are vital to

creating an environment where all employees are able to prosper. Our ERGs allow space for

employees to connect and discuss experiences. The ERGs also provide Corpay with

perspectives on the unique needs and lived experiences of our employees.


12	2025 Notice of Annual Meeting & Proxy Statement

02. CORPAY AT A GLANCE

Talent Acquisition and Development

Corpay maintains a focus on recruiting a talented workforce across all businesses and geographies. Corpay recognizes both

the importance of developing our workforce to power continued innovation, and the high demand of candidates in our industry.

In addition to traditional recruiting channels (social media and third-party search firms), we also attract new talent through

partnerships and employee referrals.

Corpay offers a variety of high-quality learning opportunities, designed to support employee development and organizational

effectiveness. Learning opportunities are available in all geographies at all levels, and incorporate personal, business and

leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps, and

enhancing the capabilities of our workforce. Leadership, teamwork, communication, and many other soft skills are vital to our

success. We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training, and

education.

Our learning and development program, eleVate, has four pillars – Onboarding, Learner Education Advancement Program

(“LEAP”), Mentorship and Coaching.

There are 5 phases for Onboarding, the first pillar of eleVate, which include pre-boarding, Corpay Orientation, Team

Orientation, Business Integration and Development. As part of the Corpay orientation, new employees are immersed in the

Company’s mission, vision, culture and values. The Corpay orientation also introduces our Human Resources programs,

benefits, and policies and procedures, such as information security awareness, anti-harassment training and code of ethics

compliance. New hires also learn about their workstyle and the workstyle of their colleagues by participating in our Introduction

to DiSC® program.

LEAP, the second pillar of eleVate, offers both mandatory and optional learning opportunities. Our entry-level employees are

required to participate in our foundational learning sessions, which build upon onboarding experiences. More senior

employees are required to complete all foundational training along with our Global Leader Program (“GLP”) - Manager Edition

(previously branded Great Manager Program) is designed to teach both first-time and experienced managers situational

leadership, coaching skills, and the art of providing feedback and feedforward.

At the heart of our most senior leader learning experience is the GLP - Business Leader Edition. This leadership development

program utilizes an interactive curriculum which is based on our core values and competencies. The goal is to guide our

leaders towards greater self-awareness, create the opportunity to build a strong leadership foundation, provide the skills to act

as a coach and mentor, and provide the opportunity to build lasting relationships with Corpay professionals from around the

world. Senior leaders also have the opportunity to work with a personal coach and/or rotational assignments to further assist

with their development.

Mentorship is the third pillar of eleVate. We believe mentorship offers the opportunity for mentees to develop new skills,

receive personalized feedback and gain a different perspective which may facilitate both professional and personal growth.

Mentorship also helps build confidence and helps expand an employee’s network.

Finally, Coaching is the last pillar of eleVate. In addition to the coaching offered as part of GLP - Business Leader Edition, all

employees have the opportunity to receive one-on-one developmental coaching.


2025 Notice of Annual Meeting & Proxy Statement	13

02. CORPAY AT A GLANCE

Health and Wellness

We offer a competitive and comprehensive benefits package, wellness programs, time-off policies, and an engaging

environment. In the U.S., Corpay pays the majority of the cost for our core set of benefits which includes comprehensive

medical, prescription drug, dental, and vision coverage. Our benefit plans include options for employees to customize their

coverage with voluntary plans that include critical illness, disability, life insurance, hospitalization protection, and legal

assistance, among others. We also offer access to tax-advantaged accounts that can help employees pay for future health

care expenses, including Health Savings Accounts and Flexible Spending Accounts. Additionally, we offer life insurance,

accidental death and dismemberment insurance, and short and long-term disability at no cost to the employee. All benefits are

offered to employees, their partners (including spouses and domestic partners), and their children. In other geographies, we

offer competitive benefits packages that are tailored to local market conditions and norms.

Our wellness programs are designed to meet the evolving needs of a global workforce. We want our employees and their

families to thrive and continue to place our focus on physical and mental well-being. We offer free virtual fitness classes and

provide access to employee assistance programs in all regions. In the U.K. and Europe, we’ve trained “Mental Health First

Aiders” that provide all employees access to support on issues such as anxiety, depression, mental fatigue, burn out, or stress.

Voice of the Employee

Each year, Corpay conducts an employee survey to measure engagement. The purpose of the survey is to give employees a

voice and use employee feedback to improve and build our organizational capability. We share the detailed engagement

scores across the organization, and analyze the results to understand differences by geography, demographics, job level, and

leader, and to identify opportunities for further improvement. Based on the feedback and perception of employees, action plans

are created to drive continuous improvement of results. The participation rate for our 2024 annual survey was approximately

54%. Our employee engagement score in 2024 remained consistent with our prior year results. We believe our employee

proposition remains strong and we continue to attract and retain top talent.

Sustainability

Our Board of Directors and management recognize that we have a role to play in environmental stewardship. Given that

Corpay is a business payments solutions company, greenhouse gas (“GHG”), emissions, and water and energy usage are not

material factors to the day-to-day operations of our business. We believe, however, that environmentally responsible operating

practices generate value for our shareholders and stakeholders. Corpay continues to reduce environmental impact and seeks

to implement innovative and sustainable initiatives, both for the Company and for customers. We have implemented the

following initiatives:

Carbon Offset Programs

A carbon offset represents the reduction, destruction, or capture of one metric ton of carbon dioxide equivalent emissions

(C02e), which means that companies can counteract the carbon produced by their day-to-day business processes. North

America Clean Advantage is a program that provides carbon offsets to our customers, empowering them to manage carbon-

neutral fleets and reduce CO2 emissions of their hotel stays. Since 2015, Clean Advantage has offset over 657 million gallons

of fuel in the U.S. alone, equaling more than 5.8 million metric tons of CO2e offset. In Europe, EcoPoint is a carbon mitigation

program for our European customers that creates new woodlands inside and outside of the U.K. Our partner, Forest Carbon

has planted more than nine million trees for corporate partners in more than 150 woodlands.


14	2025 Notice of Annual Meeting & Proxy Statement

02. CORPAY AT A GLANCE

Payment Cards for Alternative Fuels

Some of our fuel cards can be used to pay for alternative energy, which simplifies recharging, reduces the range anxiety of our

driver customers, and encourages alternative fuel usage. We have hundreds of thousands of customers globally who maintain

and manage fleets. As their current fuel card provider, we believe we are in a unique position to help them make the transition

to electric vehicles (EV). Corpay is actively developing EV payment solutions and related services and products.

Electronic Payments

Electronic payments are a fast, simple, convenient, and secure way to pay for goods and services with an added

environmental benefit. Besides cutting down on paper, which limits paper-related wastewater and the release of greenhouse

gases associated with paper production and transportation, Corpay’s card solutions lower the need for printer ink and reduce

contact between a user and cash.

Sustainable Workplace Initiatives

Our workplace initiatives are designed to reduce our impact on the environment and include the following:



		Motion sensor-controlled lighting

		LED lighting

		Time-controlled air conditioning

		Video & telephone conferencing to reduce meeting-related travel

		Printing defaulted to double-sided

		Recycling

		Reusable cups and water bottles

		Proper disposal of hazardous waste, such as ink cartridges, batteries, and light bulbs

		DocuSign/e-Docs to limit paper usage

Energy Compliance

We continue to make efforts to ensure environmental sustainability. For example, in the U.K., we are registered with the

Energy Savings Opportunity Scheme (ESOS), which assesses energy use and energy efficiency opportunities with respect to

facilities and transportation. Also, we comply with the Streamlined Energy and Carbon Reporting (SECR) regulations

concerning energy consumption and carbon emissions. The SECR reporting framework is intended to encourage the

implementation of energy efficiency measures, with both economic and environmental benefits.


16	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS

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:


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.


18	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS

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.

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

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


2025 Notice of Annual Meeting & Proxy Statement	19

03. CORPORATE GOVERNANCE AND BOARD MATTERS

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

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

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


20	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS

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

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

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


2025 Notice of Annual Meeting & Proxy Statement	21

03. CORPORATE GOVERNANCE AND BOARD MATTERS

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

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

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


22	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS

Evaluation and Evolution of Our Board

As part of our focus on shareholder value, we regularly evaluate the performance of our Board and its committees and engage

in self-evaluation process. We also evaluate the mix of experience, expertise and tenure of our individual directors. Our

corporate governance guidelines reflect this approach. We believe our directors’ diverse backgrounds help us to make the

most of opportunities and to effectively manage risk. We believe that our efforts have and will continue to result in a board and

management focused on delivering exceptional value to our shareholders.

Board Meetings and Committees

The Board held six meetings in 2024. Information regarding the number of meetings held by the Board's five standing

committees in 2024 is set forth below. Each director attended at least 75% of all Board and applicable committee meetings

held during the year.

Our independent directors meet regularly in executive session at each scheduled in-person Board meeting. These sessions

are led by the lead independent director who reports the results of the independent sessions to the CEO and, if appropriate to

other members of senior management.

Through 2024, our Board had five standing committees: an audit committee; a compensation committee; a nomination and

governance committee (referred to as our governance committee); an executive and acquisitions committee; and an

information technology and security committee. The table on the next page provides current membership for each of the Board

committees.

Each committee endeavors to meet quarterly, except the executive and acquisitions and governance committees, which meet

as needed. Our Board has adopted charters for the committees, which are available on our website at https://

investor.corpay.com.



	Audit	Compensation	Nomination & Governance	Executive & Acquisitions	Information Technology & Security

Annabelle Bexiga(1)	—	C	—	—	M
Ronald F. Clarke	—	—	—	C	—
Joseph W. Farrelly(1)	—	M	—	—	C
Rahul Gupta	—	—	M	—	—
Thomas M. Hagerty	—	M	—	M	—
Archie L. Jones, Jr.	M	—	M	M	—
Richard Macchia	C, F	—	—	—	M
Hala G. Moddelmog	—	M	C	—	—
Jeffrey S. Sloan	—	—	—	M	M
Steven T. Stull	—	M	M	—	—
Gerald Throop	M, F	—	—	—	—
C = Chair M = Member F = Financial Expert

(1) Effective April 2025, Ms. Bexiga is the chair of the information technology and security committee and Mr. Farrelly is the chair of the compensation committee.


2025 Notice of Annual Meeting & Proxy Statement	23

03. CORPORATE GOVERNANCE AND BOARD MATTERS

Audit Committee

The audit committee currently consists of Messrs. Jones,

Macchia and Throop and is chaired by Mr. Macchia. The

audit committee held seven meetings in 2024. The Board

determined that each member of the audit committee is

independent under the NYSE rules and Rule 10A-3 of the

Exchange Act, and has determined that Mr. Macchia and Mr.

Throop qualify as “audit committee financial experts” under

SEC rules.

The audit committee’s primary responsibilities include:

èappointing and overseeing independence of and all

other aspects of our relationship with our independent

registered accountants

èreviewing and monitoring our accounting principles and

policies, and our financial and accounting controls and

compliance with regulatory requirements

èoverseeing the financial reporting process and reviewing

our interim and annual financial statements

èestablishing procedures for the confidential, anonymous

submission of concerns regarding questionable

accounting, internal controls or auditing matters

èapproving all audit and permissible non-audit services to

be performed by our independent accountants

èreviewing and approving related-party transactions

Compensation Committee

The compensation committee currently consists of Messrs.

Farrelly, Hagerty and Stull and Mses. Bexiga and

Moddelmog and is chaired by Mr. Farrelly. As discussed

earlier, in April 2025, Mr. Farrelly was appointed chair of the

compensation committee, succeeding Ms. Bexiga. The

compensation committee held eight meetings in 2024. The

Board has determined that each compensation committee

member is independent under the NYSE rules for

compensation committee members.

The compensation committee’s primary responsibilities

include:

èannually reviewing and approving the goals, objectives

and specific levels of our executive compensation

programs

èreviewing and approving employment, severance and

change in control arrangements

èadministering our executive incentive plans

èreviewing and approving policies related to executive

compensation, including stock ownership guidelines,

clawback policy and hedging/pledging policy

èselecting our independent compensation consultant

The compensation committee may from time to time

delegate all or a portion of its duties and responsibilities to a

subcommittee of the compensation committee.

See “Compensation Discussion and Analysis” for a

description of the processes and procedures of the

compensation committee, the committee’s role, and the role

of our executive officers and the compensation committee’s

independent compensation consultant, in determining or

recommending the amount or form of compensation for

executive officers and directors.


24	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS

Nomination and Governance Committee

The governance committee currently consists of Messrs.

Jones, Gupta and Stull and Ms. Moddelmog and is chaired

by Ms. Moddelmog. The governance committee held two

meetings in 2024.

The governance committee’s primary responsibilities include:

èoverseeing succession planning

èdeveloping and recommending criteria for selecting new

directors

èevaluating individuals and qualifications to become

directors

èrecommending nominees for committees of the Board

èassisting the Board with matters concerning corporate

governance practices

èoverseeing ESG initiatives and similar considerations

The governance committee may from time to time delegate

all or a portion of its duties and responsibilities to a

subcommittee.

Executive and Acquisitions Committee

The executive and acquisitions committee currently consists

of Messrs. Clarke, Hagerty, Jones and Sloan and is chaired

by Mr. Clarke. The executive and acquisitions committee

held no meetings in 2024, as all acquisitions were discussed

with the full Board. The executive and acquisitions

committee is responsible for addressing important Company

matters, including capital expenditures, investments,

acquisitions, dispositions and financing activities, that the

Chair of the Board determines should be addressed before

the next scheduled meeting of the Board.

Information Technology and Security Committee

The information technology and security committee consists

of Messrs. Farrelly, Macchia and Sloan and Ms. Bexiga, and

is chaired by Ms. Bexiga. As discussed earlier, in April 2025,

Ms. Bexiga was appointed chair of the information

technology and security committee, succeeding Mr. Farrelly.

The information technology and security committee held four

meetings in 2024. The information technology and security

committee is responsible for providing oversight and

leadership for our information technology security and

cybersecurity,

planning processes, policies and objectives. In furtherance of

this role, the primary purpose of the committee is to review,

assess and make recommendations regarding the long-term

strategy for global information security and the evolution of

our technology in a competitive environment.

To accomplish this purpose, the information technology and

security committee has five primary responsibilities:

èunderstanding the security controls and assessments

conducted on our major payment platforms and

comparing same to industry best practices

èevaluating strategies to protect our intellectual property

èassessing opportunities to update our processing

platform strategies to ensure the long term effective and

efficient use of our resources

èreviewing progress on significant IT security and

cybersecurity projects and evaluating effectiveness of

projects

èoverseeing our disaster recovery and business

continuity plans

Risk Oversight

Our Board, together with its committees, is responsible for

overseeing our risk management. The chair of each

committee reports to the full Board the significant risks facing

the Company, as identified by management, and the

measures undertaken by management for controlling and

mitigating those risks.

èThe audit committee is responsible for reviewing and

approving the annual internal audit plan, our major

financial and compliance risk exposures, steps taken to

monitor and control such exposures, risk management

and risk assessment policies, significant findings and

recommendations and management’s responses. In

addition, our internal audit function routinely performs

audits on various aspects of operational risks and

reports the results quarterly.

èThe compensation committee considers risks

associated with our compensation policies and

practices, with respect to both executive compensation

and compensation generally.

èThe governance committee is responsible for

succession planning, governance structure and

processes, ESG initiatives and considerations, legal and

policy matters with potential significant reputational

impact and shareholder concerns.

èThe information technology and security committee

focuses on risks associated with information technology

and security, such as cybersecurity, security controls,

technology initiatives and intellectual property

protection. The information technology and security

committee conducts reviews at least quarterly to

oversee the efficacy of cybersecurity risk initiatives and

related controls, policies, procedures, training,

preparedness and governance structure. The Board and

the information technology and security committee

directed the formation of a cross-functional

cybersecurity council at the Company, and receive

regular cybersecurity reports from the global CIO, the

corporate CIO and the chief information security officer,

among others.


2025 Notice of Annual Meeting & Proxy Statement	25

03. CORPORATE GOVERNANCE AND BOARD MATTERS

Our Board, with input from the various committees and

senior management, regularly engages in discussing the

most significant risks and how the risks are being managed.

Our management team is responsible for identifying and

working with the Board to manage business risk and design

a risk framework, including setting boundaries and

monitoring risk appetite. We believe that our leadership

structure, as described above, supports the risk oversight

function of the Board.

Director Independence

Our corporate governance guidelines provide that a majority

of our directors will be independent. Our Board has adopted

director independence guidelines to assist in determining

each director’s independence. These guidelines are included

in our corporate governance guidelines available on our

website at https://investor.corpay.com. The guidelines

exceed the independence requirements of the NYSE. Under

the director independence guidelines and NYSE rules, the

Board must annually review each director’s independence

and affirmatively determine a director has no relationship

that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

The Board has analyzed the independence of each director

and determined that, except for our CEO, they each meet

the standards of independence under our director

independence standards, and applicable NYSE listing rules,

including that each member is free of any relationship that

would interfere with their individual exercise of independent

judgment.

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.


26	2025 Notice of Annual Meeting & Proxy Statement

03. CORPORATE GOVERNANCE AND BOARD MATTERS



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

(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.

Director Qualifications

The qualifications for directors are described in our corporate

governance guidelines, which is available on our website.

The Board does not currently apply any minimum

qualifications or require that a director have specified

qualities or skills in order to be considered for a position as a

director. The Board recognizes the value of diverse

backgrounds and skills among its members and the impact it

can have on the performance of the Board.

Our corporate governance guidelines provide that no director

should serve on more than four other public company

boards, unless the governance committee determines

otherwise.

Directors are expected to advise the Chair of the Board and

the governance committee Chair in advance of accepting an

invitation to serve on another public company board.

The Board has not limited the number of years for which a

person may serve as a director or required a mandatory

retirement age, because such limits could deprive us of the

valuable contributions made by a director who develops,

over time, significant insights into us and our operations.

The re-nomination of existing directors is not viewed as

automatic, but is based on continuing qualification under the

criteria stated above. In addition, the committee considers

the existing directors’ performance on the Board and any

committee.


2025 Notice of Annual Meeting & Proxy Statement	27

03. CORPORATE GOVERNANCE AND BOARD MATTERS

Director Nomination Process

Selection of Director Nominees: Our governance

committee is responsible for evaluating candidates for

election or appointment to our Board based on the criteria

discussed above. The governance committee considers

candidates identified by it, other directors, executive officers

and shareholders, and, if desired, a third-party search firm.

The committee selects nominees to recommend to the

Board, which considers and makes the final selection of

director nominees and directors to serve on its committees.

Shareholder Recommendations of Nominees: The

governance committee of the Board considers

recommendations for candidates for nomination to the Board

by shareholders. The governance committee will consider

and evaluate candidates recommended by shareholders in

the same manner as candidates recommended from other

sources. If the Board determines to nominate a shareholder-

recommended candidate and recommends his or her

election, then that nominee will be named in the Proxy

Statement for the next annual meeting.

Shareholder recommendations must be addressed to:

Corpay, Inc.

Attention: Corporate Secretary

DIRECTOR CANDIDATE RECOMMENDATION

3280 Peachtree Road, Suite 2400

Atlanta, Georgia 30305

Proxy Access Nominations: To be timely for consideration at

our 2026 annual meeting, a shareholder’s proxy access

notice to a Corporate Secretary regarding a proxy access

director nomination must be received no earlier than

December 1, 2025 and no later than December 31, 2025.

However, in the event that the 2026 annual meeting is called

for a date that is not within thirty days of June 11, 2026,

notice by the shareholder must be received by the later of (i)

the 135th day before such annual meeting or (ii) the tenth

day following Corpay’s first public announcement of the date

of such meeting.

Shareholder proxy access nominations must be addressed to:

Corpay, Inc.

Attention: Corporate Secretary

PROXY ACCESS DIRECTOR NOMINEE

3280 Peachtree Road, Suite 2400

Atlanta, Georgia 30305

Contacting the Board: Shareholders and other interested

parties can contact the Board as a group or the non-

management directors as a group as follows:

For the Board as a whole: CorpayBoard@corpay.com

For the non-management directors:

CorpayNonManagementDirectors@corpay.com

The Corporate Secretary reviews all written and emailed

correspondence received from shareholders and other

interested parties and forwards such correspondence

periodically to the directors if and as appropriate.

Shareholders can submit communications anonymously or

by identifying themselves.

Governance Policies

Complete copies of our corporate governance guidelines,

committee charters and code of conduct are available on the

Corporate Governance section of our website, at https://

investor.corpay.com. In accordance with NYSE rules, we

may also make disclosure of the following on our website:

èthe method for interested parties to communicate

directly with the presiding director or with the

independent directors as a group

èthe identity of any member of our audit committee who

also serves on the audit committees of more than three

public companies and a determination by our Board that

such simultaneous service will not impair the ability of

such member to effectively serve on our audit

committee

ècontributions by us to a tax exempt organization in

which any independent director serves as an executive

officer if, within the preceding three years, contributions

in any single fiscal year exceeded the greater of $1

million or 2% of such tax exempt organization’s

consolidated gross revenues

We will provide copies of any of the foregoing information

without charge upon written request to:

Corpay, Inc.

Attention: Corporate Secretary

3280 Peachtree Road, Suite 2400

Atlanta, Georgia 30305


28	2025 Notice of Annual Meeting & Proxy Statement

04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS,

AND MANAGEMENT

The following table sets forth the common shares beneficially owned by our directors, our Chief Executive Officer, our Chief

Financial Officer and our next three most highly compensated executive officers, whom we refer to as our “named executive

officers” or NEOs, and all persons known to us to own more than 5% of our outstanding common shares, as of February 17,

2025. Percentages are based on 70,249,923 shares outstanding as of February 17, 2025.



Name and Address(1)	Common Shares Beneficially Owned(2) (#)	Right to Acquire(3) (#)	Total(4) (#)	Percent(4) of Outstanding Shares(5) (%)

The Vanguard Group(6) 100 Vanguard Boulevard Malvern, PA 19355	7,752,799	—	7,752,799	11.04
T. Rowe Price Associates, Inc.(7) 100 E. Pratt Street Baltimore, MD 21202	5,840,850	—	5,840,850	8.31
Blackrock, Inc.(8) 55 East 52nd Street New York, NY 10055	5,505,727	—	5,505,727	7.84
JPMORGAN CHASE & CO.(9) 383 Madison Avenue New York, NY 10179	4,255,951	—	4,255,951	6.06
Orbis Investments(10) Orbis House, 25 Front Street, Hamilton, Bermuda HM11	3,940,836	—	3,940,836	5.61


Directors and NEOs:
Ronald F. Clarke(11)	2,306,151	960,000	3,266,151	4.58
Tom Panther(12)	8,946	7,379	16,325	*
Alissa B. Vickery(13)	2,706	8,647	11,353	*
Alan King(14)	22,088	83,182	105,270	*
Armando L. Netto(15)	23,055	76,475	99,530	*
Annabelle Bexiga(16)	2,819	—	2,819	*
Joseph W. Farrelly(17)	10,530	—	10,530	*
Rahul Gupta(18)	2,173	—	2,173	*
Thomas M. Hagerty(19)	9,222	—	9,222	*


2025 Notice of Annual Meeting & Proxy Statement	29

04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS,

AND MANAGEMENT



Name and Address(1)	Common Shares Beneficially Owned(2) (#)	Right to Acquire(3) (#)	Total(4) (#)	Percent(4) of Outstanding Shares(5) (%)

Archie L. Jones, Jr.(20)	3,364	—	3,364	*
Richard Macchia(21)	12,215	—	12,215	*
Hala G. Moddelmog(22)	7,034	—	7,034	*
Jeffrey S. Sloan(23)	15,278	—	15,278	*
Steven T. Stull(24)	27,488	9,449	36,937	*
Gerald Throop(25)	1,189	—	1,189	*
Directors and executive officers as a group (15 Persons)	2,454,258	1,145,132	3,599,390	5.04

(1)The business address for each individual listed is 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305.

(2)Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his or

her spouse. This column excludes shares that may be acquired through stock option exercises.

(3)This column includes shares that can be acquired through stock option exercises through April 18, 2025.

(4)This column includes common shares, restricted shares, and shares that can be acquired through stock option exercises through April 18, 2025.

(5)*Less than 1%

(6)This information was reported on a Schedule 13F-HR filed by The Vanguard Group with the SEC on February 11, 2025 on behalf of nine affiliated Vanguard

entities.

(7)This information was reported on a Schedule 13G filed by T. Rowe Price Associates, Inc. with the SEC on February 14, 2025.

(8)This information was reported on a Schedule 13F-HR filed by Blackrock, Inc. with the SEC on February 7, 2025 on behalf of 20 affiliated Blackrock entities.

(9)This information was reported on a Schedule 13G filed by JP Morgan Chase & Co. with the SEC on February 11, 2025 on behalf of ten affiliated JP Morgan entities.

(10)This information was reported on a Schedule 13G/A filed by Orbis Investment Management Limited (“OIML”); Orbis Investment Management (U.S.), L..P. (“OIMUS”)

and Allan Gray Australia Pty Limited (“AGAPL”), with the SEC on February 14, 2025, on behalf of three affiliated Orbis entities.

(11)Includes 2,265,767 common shares, 40,384 restricted shares subject to vesting requirements, as to which the individual currently has voting but not dispositive

power and vested options to purchase 960,000 shares.

(12)Includes 5,472 common shares, 3,474 restricted shares subject to vesting requirements, as to which the individual currently has voting but not dispositive power and

vested option to purchase 7,379 shares.

(13)Includes 1,180 common shares, 998 restricted shares subject to vesting requirements, as to which the individual currently has voting but not dispositive power, of

which 528 vest within 60 days and vested options to purchase 8,647 shares.

(14)Includes 15,469 common shares, 6,619 restricted shares subject to vesting requirements, as to which the individual currently has voting but not dispositive power

and vested options to purchase 83,182 shares.

(15)Includes 19,661 common shares, vested options to purchase 76,475 shares and 3,394 restricted units vesting within 60 days, as to which the individual does not

have voting rights or dispositive power.

(16)Includes 2,819 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive

power.

(17)Includes 10,530 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or

dispositive power.

(18)Includes 2,173 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or

dispositive power.

(19)Includes 9,222 common shares.

(20)Includes 3,364 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive

power.

(21)Includes 12,215 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or

dispositive power.

(22)Includes 7,034 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive

power.

(23)Includes 15,278 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or dispositive

power.

(24)Represents 6,247 common shares held by Advantage Capital Financial Company, LLC (“Advantage Capital”) and related entities, 21,241 common shares held by

Mr. Stull and vested options to purchase 9,449 shares. Mr. Stull has shared voting power with respect to the shares held by Advantage Capital and as a result may

be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary

interest in them. Advantage Capital is a private equity firm.

(25)Includes 1,189 common shares and excludes 796 restricted units subject to vesting requirements, as to which the individual does not have voting rights or

dispositive power.


30	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Our compensation policies and programs, the material compensation decisions we have made under those policies and

programs, and the material factors that we have considered in making those decisions are described in this section. Following

this section is a series of tables containing specific information about the compensation earned, awarded or paid in 2024 by or

to the individuals we refer to as our NEOs for purposes of this Proxy Statement, who are our Chief Executive Officer (“CEO”),

our Chief Financial Officer (“CFO”) and certain other highly paid executive officers, in accordance with SEC rules. The

discussion below is intended to explain the detailed information provided in the executive compensation tables and to put that

information into context within our overall compensation program.

Our NEOs for 2024 were:


	Name	Position
	Ronald F. Clarke	Chief Executive Officer and Chair of the Board of Directors
	Tom Panther	Former Chief Financial Officer
	Alissa B. Vickery	Interim Chief Financial Officer and Chief Accounting Officer
	Armando L. Netto	Group President, Brazil and U.S. Vehicle Payments
	Alan King	Group President, International Vehicle Payments

Leadership Transitions in 2024

Mr. Panther resigned as Chief Financial Officer effective March 15, 2025. In connection with Mr. Panther’s departure, Ms.

Vickery, our Chief Accounting Officer, was appointed to serve as our interim Chief Financial Officer effective immediately upon

Mr. Panther’s departure. Ms. Vickery previously served as our interim Chief Financial Officer from October 3, 2022 through

May 2, 2023.


2025 Notice of Annual Meeting & Proxy Statement	31

05. COMPENSATION DISCUSSION AND ANALYSIS

2024 Performance

Corpay is a leading global payments company that helps

businesses spend less by enabling them to better manage

their expense-related purchasing and vendor payments

processes. Corpay’s smarter payment and spend

management solutions are delivered in a variety of ways

depending on the needs of the customer. From physical

payment cards to software that includes customizable

controls and robust payment capabilities. It pays to Corpay.

Our unique positioning and focus on performance drove our

results in 2024. We realized impressive performance:

èRecord high revenue of $4.0 billion, up 6%, and

Adjusted EPS of $19.01, up 12%*

èOrganic revenue growth for 2024 was up 8%*

è2024 sales was up 22%*

è$2.6 billion of capital deployed for acquisitions

and stock buybacks

*as compared to prior year

We meaningfully improved our positioning in 2024, extending

both the product set and customer segments in each of our

major businesses. These efforts increase our target sales

audience, which positions us to continue our historically

consistent organic and non-organic growth, and potentially

supports even higher growth due to a larger addressable

market. Some highlights from 2024 include:

èIn Vehicle Payments, we purchased a digital mobility

solution for paying vehicle-related taxes and compliance

fees which further scales our Vehicle Payments footprint

in Brazil

èIn Corporate Payments, we acquired a U.S. based

leader in accounts payable automation solutions that

expands our presence in several market verticals and

business-to-business cross-border and treasury

management solutions for upper middle market

companies

We are focused on the future, as we continue to capture and

drive scale in our Corporate Payments business, while

looking for both organic and inorganic opportunities to

supplement our current growth.

Our compensation programs reflect and reward our NEOs

for individual and corporate wide performance and are

structured to be aligned with shareholder value creation.

Responsiveness to 2024 Say-On-Pay Vote

Our say-on-pay proposal at our 2024 annual meeting of

shareholders received nearly 90% approval. Although the

compensation committee viewed this result as demonstrating

a strong level of support for our executive compensation

program, we continued our shareholder outreach efforts in

2024, including inviting discussion with representatives of

our executive team and the Board, including our

compensation committee Chair.

Shareholder Outreach Process

Our Board and management have taken a long-term view

toward shareholder engagement and recognize that

solicitation and consideration of shareholder feedback is

critical to being a high-performing company and creating

shareholder value. As a result, we regularly engage with our

shareholders throughout the year in multiple forms—calls, in-

person meetings and shareholder conferences—to

encourage ongoing, meaningful dialogue. Most of the calls

involved the Chair of the compensation committee, but in the

event of a scheduling conflict, the meetings were attended

by the Lead Independent Director, Chair of the governance

committee, or Chair of the information technology and

security committee. Feedback received was shared regularly

with the Board, including the compensation committee, for

review and discussion in anticipation of establishing 2025

compensation.


32	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Based on our outreach efforts and our review of the recommendations of proxy advisory firms, the table below summarizes

what we heard and how we responded in 2024 and 2025.


	What we heard		What we have done in response

	Interest in the direction of NEO compensation, including metrics used for NEO incentive-based compensation		Annual Bonus Equity Incentive Performance Metrics: The entire portion of all NEOs’ (including the CEO) targeted Annual Bonus Equity Incentive opportunities for 2024 was contingent upon the achievement of pre-established financial and operating metrics. This incentive is fully denominated and settled in shares of stock and is intended to replace a traditional cash bonus opportunity. Performance Linkages: The 2024 equity incentives to all of our NEOs were comprised at least 50% of performance-based incentives. These performance-based incentives were 100% contingent on the achievement of pre-established earnings per share, revenue and/or operating metrics. In 2024, after NEO target compensation was determined, Mr. Netto received tax equalization equity grants in connection with his relocation to the U.S. Due to the special nature of these equity grants, and that they were not contemplated when his 2024 target compensation was determined, they were excluded from his performance-based incentive calculation.


	The majority of NEO compensation should be performance-based		For 2025, we ensured more than 50% of all NEO equity incentives in the aggregate is performance- based. As noted above, the majority of all NEO equity incentives grant value in 2024 was similarly tied to the achievement of performance metrics.


	Long-term compensation should have longer measurement periods		We define long-term equity compensation as having a vest schedule that is greater than one year. For 2024 and 2025, a portion of long-term equity compensation has a performance measurement period of three years.


	Compensation structures should align with value creation		For 2024, equity incentives were granted 100% in the form of equity-based awards that are settled in the form of shares. We did not offer a traditional cash bonus opportunity to our NEOs and instead provided a short-term incentive opportunity in the form of an equity-based award (referred to as the Annual Bonus Equity Incentive). A portion of our NEOs’ targeted equity incentive opportunities are tied to the achievement of pre-established financial metrics that directly contribute to long-term shareholder value creation. Demonstrating our commitment to aligning NEOs’ incentive earnings with shareholder value creation, for 2024, as the pre-established financial metrics were not achieved, the compensation committee used negative discretion to reduce the Annual Bonus Equity Incentive against the Annual Bonus Equity Incentive program formulaic results.


	CEO compensation structure should help ensure long- term retention		In 2024, we provided the CEO with long-term equity awards, a portion of which has a performance measurement period of three years.


	Compensation for NEOs should have a total shareholder return component		We continue to believe the performance metrics we have chosen for our equity incentives are directly aligned with the creation of shareholder value, and are therefore the most appropriate metrics in the near-term. We have considered the use of relative total shareholder return ("TSR"), but have found that there are too few companies in our direct operating space that present the opportunity for reliable and statistically relevant comparisons of TSR over a three-year period. We intend to continue to review the possibility of adding relative TSR as a metric in coming years, and are receptive to doing so in the event that reliable comparisons are available. At target, and on average, over 90% of NEO compensation is settled in shares of stock, implicitly incorporating a TSR component.


	Disclosure should provide context for why the Company selects particular performance metrics for incentive-based compensation		In direct response to shareholder input, we have substantially enhanced our disclosure of our incentive metrics in this year’s Proxy Statement. As noted throughout this Proxy Statement, a portion of our NEOs’ equity incentives are tied to the achievement of the financial and operating metrics that best align with shareholder value creation.


2025 Notice of Annual Meeting & Proxy Statement	33

05. COMPENSATION DISCUSSION AND ANALYSIS

2020-2024 CEO Equity Compensation

During the five-year period of 2020-2024, our CEO, Mr.

Clarke has been granted long-term equity compensation

awards twice, which provided Mr. Clarke's entire long-term

incentive opportunity covering the grant years of 2020

through 2024. The aggregate grant value was calibrated to

offer a competitive overall long-term award opportunity for

these five years, generally commensurate with peer

practices. Grants in those years consisted of:

èIn 2021, 850,000 performance-based stock options with

stock price hurdles of $350 and $400, with a grant date

fair value of $55,556,000; and

èIn 2024, (i) 21,661 performance-based shares with a

grant date fair value of $5,900,023, (ii) 6,609

performance-based shares with a grant date fair value

of $1,800,159, (iii) 10,831 performance-based shares

with a grant date fair value of $2,950,147, and (iv)

21,661 time-based shares with a grant date fair value of

$5,900,023.

Mr. Clarke received no long-term equity grants in 2020, 2022

or 2023. Meanwhile, the profit performance of the Company

since 2020 has increased from $11.09 Adjusted EPS to

$19.01 Adjusted EPS for 2024.

At the regularly scheduled third quarter compensation

committee meeting in 2024, the Company canceled 300,000

stock options subject to the $400 hurdle and modified the

criterion for 550,000 stock options subject to the $350 hurdle

of the performance-based stock options award granted in

2021 to require that the Company achieve a closing stock

price at or above $350 for at least 3 trading days by

December 31, 2024. This criterion for 550,000 stock options

subject to the $350 hurdle was achieved as of October 23,

2024. Additionally, other than the Annual Bonus Equity

Incentive, which is effectively a traditional cash bonus

opportunity denominated in shares of stock, Mr. Clarke

agreed to forgo any new equity grants in 2025.

The modified performance option award was approved by

the compensation committee of Corpay, which is composed

entirely of independent directors, with the assistance of its

independent compensation consultant, following the

consideration of, among other things, the CEO’s

performance and role in achieving the Company’s strategic

progress and financial performance since 2021. Additionally,

our stock price has appreciated considerably while the

options were outstanding, increasing from $261.27 on the

grant date to $354.38 on the modification date. Our stock

price achieved an all-time high in early 2025. The

modification was intended to align Mr. Clarke’s realized pay

with that of shareholders who benefited from the increased

stock price level over $350 before the modification, but prior

to the modification the stock had not closed above $350 for

10 consecutive days, which was the pre-modification hurdle.

Absent this modification, the original $350 hurdle for 10

consecutive days would have been achieved in November

2024. Accordingly, the modification did not alter the originally

desired alignment between Mr. Clarke’s realized pay and

shareholder value creation and ultimately did nothing more

favorable to Mr. Clarke’s realized pay than would have

occurred absent the modification.

The incremental fair value associated with this modification

is reflected in the 2024 Summary Compensation Table and

the 2024 Grants of Plan-Based Awards table below, but it

does not represent a “new” equity award grant in 2024.


2025 Notice of Annual Meeting & Proxy Statement	35

05. COMPENSATION DISCUSSION AND ANALYSIS

We structure our executive compensation program to incorporate, on an ongoing basis, sound practices that are favored by

shareholders, while avoiding practices that we do not believe are in shareholders’ best interests. The table below highlights the

compensation practices we embrace and those that we do not follow:



Things We Do		Things We Do Not Do


ü	NEO incentive pay is tied to multiple financial performance conditions, and equity-based incentives are denominated in common shares	X	Directors and executives are prohibited from hedging or pledging common shares

ü	Significant portion of target total compensation is delivered in the form of equity awards, which is directly aligned with shareholder value creation	X	No repricing or cashing out of underwater stock options or stock appreciation rights

ü	Significant portion of NEO pay is tied to performance objectives that align with our business strategy	X	No excise tax gross-ups

ü	Compensation committee reserves discretion to reduce Annual Bonus Equity Incentive payouts in light of overall Company performance, and exercised such discretion in 2024, reducing formulaic payouts of earned shares by 25%	X	No current payment of dividends on unvested equity awards

ü	Annual equity run rate and overhang are consistent with typical practices among similarly situated companies	X	No excessive perquisites

ü	NEO incentives are tied to Company-wide initiatives and/or division objectives within such NEOs’ control

ü	Severance benefit levels for executives are below general market practices

ü	Maintain a compensation clawback policy that exceeds the Dodd-Frank Act requirements by extending to executive misconduct

ü	We monitor and build risk-mitigation features into our compensation programs


36	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Components of Compensation and Target Direct Compensation Mix

The following table sets forth the key elements of our 2024 NEO compensation programs:


What We Pay	Why We Pay It	Key Features

Base Salary	Attract and retain high-performing executives by providing a secure and appropriate level of base pay	èEstablished after consideration of peer practices and internal parity; reviewed annually and subject to adjustment


Equity-Based Awards	Motivate performance and align a significant portion of NEO compensation with our ongoing success and with shareholder returns	èFully eliminated a traditional cash bonus opportunity and replaced it with an equity award further aligning executives’ interests with shareholder returns èNEOs’ equity awards generally granted in performance-based shares, time-based shares and stock options èPerformance-based equity awards generally only have value to our NEOs to the extent the pre- established corporate and/or business unit goals established by the compensation committee are achieved èStock options only have value to our NEOs if our stock price increases


Employee Benefits and Perquisites	Attract and retain executive talent	èCustomary retirement and health and welfare benefits to all of our salaried employees, including our NEOs èNo nonqualified deferred compensation plans or defined benefit pension plans èNo excessive perquisites

Our mix of compensation elements is designed to reinforce

business and strategic objectives, recognize and reward

performance, motivate long-term value creation, and align

our NEOs’ interests with those of our shareholders. We

generally achieve this through a combination of cash and

equity awards. In 2024, we have increased the

compensation allocation of our NEOs to be more heavily

weighted to equity by fully eliminating a traditional cash

bonus opportunity and replacing it with a short-term equity

award that is generally intended to achieve the same

objectives, but also helps align executives’ interests with

long-term shareholder value creation.

The Company is responsible for allocating capital in a

manner that is in the best interest of its shareholders in line

with the stated objective of growing Adjusted EPS between

15%-20% per year over the mid-term. Some portion of this

growth is contingent on effective capital allocation in the form

of acquisitions and/or share buybacks as a use for our free

cash flow.

As part of our existing stock repurchase program, the

Company has regularly repurchased shares that it viewed as

undervalued, and thus would provide a better return to

shareholders compared with other alternatives at the time.

Also, repurchases are used to offset the dilutive effect of the

issuance of shares to executives under equity compensation

plans, including the exercise price of options, and the use of

shares in acquisitions.

The Company aligns its executive compensation

arrangements with its overall capital allocation strategy that

helps maximize shareholders’ interests, and share

repurchases are accordingly not excluded from our

performance metrics.

The compensation committee is keenly aware of the

Company’s stock repurchase approach under outstanding

authorizations, and historical stock repurchases when setting

performance metrics for executive compensation awards.

Because we intend to use free cash for either repurchases or

acquisitions, the Board does not exclude repurchases from

the final determination of performance achievement.


2025 Notice of Annual Meeting & Proxy Statement	37

05. COMPENSATION DISCUSSION AND ANALYSIS

Target Mix of Compensation

The compensation committee strives to achieve an

appropriate mix between fixed versus variable pay and cash

versus equity-based compensation awards in order to meet

our compensation objectives. Our compensation committee

does not have a rigid policy for allocating compensation

between short- and long-term compensation. We believe the

most important indicator of whether our compensation

objectives are being met is our ability to motivate our NEOs

to deliver superior shareholder return and retain them to

continue their careers with us on a cost-effective basis. For

NEOs other than the CEO, our compensation committee

generally references total target compensation that is

generally below the peer median for our NEOs other than the

CEO. For our CEO, the compensation committee references

cash-based components below the peer median, and equity-

based components above the peer median, resulting in total

compensation that is generally at or above the peer median.

Although the compensation committee includes this market

data and its general understanding of current compensation

practices in the market in the overall mix of factors it

considers in assessing NEO compensation, it does not target

a mathematically precise market position for total

compensation or any individual element of compensation.

The ultimate compensation levels reflect the application of

these policies to the varying responsibilities of the NEOs. In

a typical year, it is expected that the greater the responsibility

of the executive and the greater the potential impact of the

executive on the Company’s financial performance, the

higher the proportion of compensation that can be earned by

the executive in the form of performance-based

compensation.

Our CEO has the greatest responsibility in managing and

driving the performance of our Company. He joined our

Company in 2000, and has managed our significant growth

through a combination of organic initiatives, product and

service innovation and acquisitions of businesses and

commercial account portfolios, and has overseen the growth

of our revenue from $33 million in 2000 to approximately $4

billion in 2024.

The charts below illustrate the 2024 total target direct

compensation mix for our CEO and our NEOs other than the

CEO (on average), consisting of base salary and target

equity incentives. We did not offer a traditional cash bonus

opportunity in our NEO compensation for 2024.

CEO

Other NEOs

Short-term equity

incentives(1)

10%

Long-term equity

incentives(2)

83%

(1) Fully vested one year or less after grant.

(2) Fully vested greater than one year after grant.

Short-term equity

incentives(1)

31%

(2)


38	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Key Elements of 2024 Named Executive Officer Compensation

Base Salary

Base salaries are reviewed annually, taking into account

individual responsibilities, individual performance, the

experience of the individual, current salary, retention

incentives, internal equity and the compensation committee’s

evaluation of the competitive market. No particular weight is

assigned to these factors. The table below illustrates the

2024 base salaries for our NEOs:



Named Executive Officer	2023 Base Salary Rate ($)	2024 Base Salary Rate ($)	Increase (%)

Ronald F. Clarke	1,200,000	1,200,000	—
Tom Panther(1)	400,000	525,000	31
Alissa B. Vickery	300,000	300,000	—
Armando L. Netto(2)	488,603	550,000	13
Alan King	450,000	450,000	—

(1)Mr. Panther’s compensation for 2023 was negotiated at arm’s length with the understanding of an updated executive compensation market data study being

completed. The results of that study led to the year-over-year increase.

(2)Mr. Netto’s cash compensation in 2023 was denominated in Brazilian Real. A portion of Mr. Netto’s 2024 base salary was paid in Brazilian Real, but

commenced to be paid in U.S. dollars in 2024. For purposes of this table, and to normalize for fluctuations in the currency exchange rate, cash amounts in

Brazilian Real for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$5.1395 for 2024. The 2023 base salary rate for Mr.

Netto may not be comparable to the 2023 base salary rate reported for him in our 2024 Proxy Statement, as we used a 2023 exchange rate calculation for

purposes of such disclosure in the prior filing.

Equity Incentives

We believe that performance-based equity awards are

effective tools for meeting our compensation goals because

the conditions to vesting motivate the achievement of

performance goals and the value of the grants will increase

as the value of our stock price increases. We believe that

performance-based and time-based equity awards satisfy

both the objective of aligning executives' pay outcomes with

Company performance, and of aligning executives with long-

term shareholder value creation. We believe that stock

options are also an effective tool for meeting our

compensation goals because NEOs are rewarded only if our

stock price increases relative to the stock option’s exercise

price. To determine the size of each NEO’s equity awards,

we consider the external market, individual performance

history and relative job responsibilities.

Our CEO makes equity award grant recommendations for

each executive officer, including our NEOs (other than

himself). Grant recommendations are presented to the

compensation committee for its review and approval.


2025 Notice of Annual Meeting & Proxy Statement	39

05. COMPENSATION DISCUSSION AND ANALYSIS

We granted the equity awards set forth in the table below to our NEOs in 2024.



Name	Performance- Based Equity (Target $ Value)	Time- Based Equity (Target $ Value)	Stock Options (Target $ Value)	Total (Target $ Value)

Ronald F. Clarke	10,650,000	5,900,000	—	16,550,000
Tom Panther	2,625,000	—	1,200,000	3,825,000
Alissa B. Vickery	340,000	12,000	300,000	652,000
Armando L. Netto	2,625,000	1,842,000	1,200,000	5,667,000
Alan King	2,250,000	—	1,000,000	3,250,000

Performance-Based Equity

We grant performance-based equity to our NEOs that are earned based on performance achievement over either one-year or

three-year periods. The timing mix ensures the optimal combination of shorter and longer term performance objectives, while

also mitigating the possibility of retention issues if goals become outdated and unachievable soon after they are established

due to macroeconomic or other factors. In 2024, we granted Company Annual Equity Incentives, Annual Bonus Equity

Incentives, and Long-Term Equity Incentives.

Company Annual Equity Incentives

A key performance metric for purposes of our NEOs’ 2024 performance-based compensation was Adjusted EPS, as defined in

Appendix A, further adjusted to exclude the impact of (a) the macro-environment (including foreign exchange rates, tax rates,

fuel prices, fuel price spreads and interest rate fluctuations), and (b) acquisitions and divestitures. We refer to Adjusted EPS,

as so adjusted, as “Adjusted EPS-COMP.”

In February 2024, the compensation committee granted Company Annual Equity Incentives tied to Adjusted EPS-COMP

achievement. The NEOs, other than Mr. Clarke and Ms. Vickery, vest in any earned shares on the one-year anniversary of the

grant date. Mr. Clarke’s award, to the extent earned, is subject to ratable vesting over a three-year service period. Ms.

Vickery’s award, to the extent earned, is subject to service-based vesting over a two-year period.

Mr. Clarke’s award was subject to the linear performance payout scale outlined in the table below:



Mr. Clarke’s Target Adjusted EPS-COMP ($)	Mr. Clarke’s Target Achievement Scale (%)	Mr. Clarke’s Target Payout Scale (%)

17.46	90	50
19.40	100	100
21.34	110	200


40	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

For the non-CEO NEOs, the compensation committee initially approved the target Adjusted EPS-COMP goal of $19.40. In July

2024, the compensation committee further approved a tiered payout structure that could result in payouts above or below

target. The final linear performance payout scale for the non-CEO NEO awards is outlined in the table below:



Non-CEO NEOs Target Adjusted EPS-COMP ($)	Non-CEO NEOs Target Achievement Scale (%)	Non-CEO NEOs Target Payout Scale (%)

18.90	97.5	30
19.15	98.7	60
19.40	100.0	100
19.50	100.5	110
19.65	101.3	125

Our Adjusted EPS-COMP for 2024 was $19.49, and the compensation committee therefore determined that the payout

percentage was 109% for the non-CEO NEOs. Mr. Clarke’s award was subject to the separate vesting conditions and payout

scale outlined previously. The payout percentage was 104.64% for Mr. Clarke’s award.

The table below summarizes the targeted value, target number of shares, and payout number of shares for the Company

Annual Equity Incentive granted to each NEO in 2024:



Name	Target Value of Company Annual Equity Incentives ($)	Target Number of Shares(1) (#)	Payout Number of Shares (#)

Ronald F. Clarke	5,900,000	21,661	22,667
Tom Panther	400,000	1,469	1,602
Alissa B. Vickery	250,000	918	1,001
Armando L. Netto	400,000	1,469	1,602
Alan King	400,000	1,469	1,602

(1)The number of shares was calculated by dividing the targeted dollar value by the share price as of the grant date on February 14, 2024 ($272.38) rounding

up to the next whole share.


2025 Notice of Annual Meeting & Proxy Statement	41

05. COMPENSATION DISCUSSION AND ANALYSIS

Annual Bonus Equity Incentives

The primary objectives of our Annual Bonus Equity Incentive program are to provide an incentive for superior work, to motivate

our NEOs toward even higher achievement and business results, to promote retention and to align the goals of our NEOs with

the Company’s performance. We use Company-wide, individual and business unit performance goals. Individual or business

unit performance goals are tied to the particular area of expertise and responsibilities of the NEO and their performance in

attaining those objectives.

In February 2024, the compensation committee determined the target Annual Bonus Equity Incentive payout levels for the

NEOs based on a combination of factors, including market practices, each NEO’s role and responsibilities, experience and

skills, expected contribution to the Company and potential impact of the NEO’s performance on revenue and net income

growth. In light of a desire to promote the retention of our NEOs, and to further align executives with the creation of

shareholder value, the compensation committee determined that for 2024, 100% of the Annual Bonus Equity Incentive target

value for each NEO (based on their respective salaries in February 2024) would be delivered in the form of equity that for

Messrs. Clarke, Panther, Netto and King vested on February 14, 2025, and for Ms. Vickery vested on March 3, 2025. This

short-term equity incentive replaced any traditional cash-based incentive compensation for 2024.

The compensation committee and the CEO worked together to establish meaningful performance goals for the CEO’s Annual

Bonus Equity Incentive award at the beginning of the performance period. These goals are intended to align CEO rewards with

Company performance. In the event of achievement of maximum results under the applicable performance goals, the CEO’s

Annual Bonus Equity Incentive has a maximum potential value equal to 200% of target.

The table below outlines the performance metrics that were used for the CEO’s Annual Bonus Equity Incentive, which metrics

were selected to drive a focus on corporate objectives that are expected to produce an increase in shareholder value:



Pay Element	Performance Metric(s)	Rationale and Key Features

Annual Bonus Equity Incentive	GAAP Revenue, as Adjusted (34% weight)	Revenue growth is critically important to our success given the operating leverage in our business
	Cash Net Income (33% weight)	Cash Net Income is a key measurement in evaluating the performance and effectiveness of operational strategies
	M&A and Other Transactions (33% weight)	We expect M&A and other transactions to continue to contribute to growth

The table below summarizes the targeted value and target number of shares of the Annual Bonus Equity Incentive granted to

each NEO in 2024:



Name	Target Value of Annual Bonus Equity Incentive ($)	Target Number of Shares(1) (#)

Ronald F. Clarke	1,800,000	6,609
Tom Panther	525,000	1,928
Alissa B. Vickery	90,000	331
Armando L. Netto	525,000	1,928
Alan King	450,000	1,653

(1)The number of shares was calculated by dividing the targeted dollar value by the share price as of the grant date on February 14, 2024 ($272.38), rounding

up to the next whole share.


42	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

In early 2025, the compensation committee evaluated achievement of the performance goals for each NEO’s Annual Bonus

Equity Incentive. In light of the overall financial performance of the Company in 2024, the compensation committee exercised

negative discretion such that the formulaic payout of earned shares was reduced by 25% (see further details in “2024

Performance-Based Equity Goals and Payout Results”).

Long-Term Equity Incentives

In February 2024, the compensation committee granted Long-Term Equity Incentives to some of the NEOs tied to achievement

of corporate or business unit goals.

In recognition of shareholder feedback for longer performance measurement periods, the target amounts for Messrs. Panther,

Netto and King were allocated 70% to grants subject to one-year performance periods with ratable vesting over a three-year

service period, to the extent earned, and 30% to grants subject to three-year performance periods with three-year cliff vesting,

to the extent earned. The target amount for Mr. Clarke was allocated 100% to a grant subject to a three-year performance

period with three-year cliff vesting, to the extent earned.

The table below summarizes the targeted value and target number of shares granted to each NEO in 2024 for the one-year

performance period with ratable vesting over a three-year service period:



Name	Target Value of 1-Year Long- Term Equity Incentives ($)	Target Number of Shares(1) (#)

Ronald F. Clarke	—	—
Tom Panther	1,190,000	4,369
Alissa B. Vickery	—	—
Armando L. Netto	1,190,000	4,369
Alan King	980,000	3,598

(1)The number of shares was calculated by dividing the targeted dollar value by the share price as of the grant date on February 14, 2024 ($272.38) rounding

up to the next whole share.

The table below summarizes the targeted value and target number of shares granted to each NEO in 2024 for the three-year

performance period with three-year cliff vesting:



Name	Target Value of 3-Year Long- Term Equity Incentives ($)	Target Number of Shares(1) (#)

Ronald F. Clarke	2,950,000	10,831
Tom Panther	510,000	1,873
Alissa B. Vickery	—	—
Armando L. Netto	510,000	1,873
Alan King	420,000	1,542

(1)The number of shares was calculated by dividing the targeted dollar value by the share price as of the grant date on February 14, 2024 ($272.38) rounding

up to the next whole share.


2025 Notice of Annual Meeting & Proxy Statement	43

05. COMPENSATION DISCUSSION AND ANALYSIS

Time-Based Equity

In February and April 2024, the compensation committee granted Time-Based Equity to the NEOs as illustrated in the table

below. Our compensation committee believes Time-Based Equity provides a retentive element to the compensation of NEOs,

while maintaining alignment with the long-term interests of our shareholders by tying the value of the awards to the value of

our share price.

Mr. Clarke’s award is subject to ratable vesting over a three-year service period. Ms. Vickery’s award vested immediately to

correct a prior administrative error. Mr. Netto’s awards vest on the one-year anniversary of each grant date and are intended to

compensate him for the additional income taxes related to his relocation to the U.S. in 2024.



Name	Target Value of Time-Based Equity ($)	Number of Shares(1) (#)

Ronald F. Clarke	5,900,000	21,661
Tom Panther	—	—
Alissa B. Vickery	12,000	40
Armando L. Netto	1,842,000	5,853
Alan King	—	—

(1)The number of shares was calculated by dividing the dollar value by the share price as of the grant date on February 14, 2024 ($272.38) for Mr. Clarke, April

23, 2024 ($306.61) for Ms. Vickery, and April 3, 2024 ($316.14) and September 30,2024 ($312.76) for Mr. Netto, rounding up to the next whole share.

Stock Options

In February 2024, the compensation committee granted Stock Options to the NEOs as illustrated in the table below. The

exercise price for each Stock Option grant is the fair market value of our common shares on the grant date (closing stock

price). Stock Option awards granted to our NEOs in 2024 vest ratably over a four-year service period and are earned only with

continued employment through the vesting period. We believe stock option awards are inherently performance-based,

requiring stock price appreciation before there is any real value earned, while encouraging long-term employment with the

Company.



Name	Target Value of Stock Options ($)	Number of Stock Options(1) (#)

Ronald F. Clarke	—	—
Tom Panther	1,200,000	12,517
Alissa B. Vickery	300,000	3,130
Armando L. Netto	1,200,000	12,517
Alan King	1,000,000	10,431

(1)The number of stock options was calculated using the Black-Scholes model on the grant date. Figures in the tables under “2024 Named Executive Officer

Compensation” beginning on page 53 may be slightly different as they reflect specific accounting methodologies required for table reporting as described

therein.


44	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

2024 Performance-Based Equity Goals and Payout Results

Our CEO makes recommendations regarding individual, business unit, and/or corporate goals for our other NEOs, which are

reviewed and approved by the compensation committee.

In the event of achievement of maximum results under the applicable performance goals, the tables below show the maximum

potential payout. The awards were designed so that performance below certain thresholds would result in no payout for a

given goal. We disclose below the performance goals associated with the three-year performance period Long-Term Equity

Incentives. However, because we do not provide long-term revenue or earnings guidance, the specific goal levels tied to those

performance measures are not detailed in this filing. We expect to disclose the goals and payout results in the Proxy

Statement filing that follows the end of the performance period (in the 2027 Proxy Statement).

The tables below illustrate, for each participating NEO, (1) the applicable performance goals for each grant, (2) actual

performance with respect to the performance metrics (where applicable) for each grant, (3) the target value of performance-

based shares for each grant, and (4) the number of performance-based shares earned in 2024 (a portion of which may still be

subject to service-based vesting conditions) for each grant. The number of performance-based shares earned for performance

falling between the “threshold” and “maximum” performance levels set forth in the tables below was determined using linear

interpolation between performance levels (subject to rounding).

Ronald F. Clarke:

Company Annual Equity Incentive

As discussed earlier, Mr. Clarke’s Company Annual Equity Incentive was achieved at 104.64%, or 22,667 shares.

Annual Bonus Equity Incentive

Mr. Clarke’s 2024 Annual Bonus Equity Incentive Goals and Results are in the table below:


			GOALS ($ values in millions)					2024 Achievement ($ values in millions)	Percentage of Target Earned (%)
Performance Metric	Weighting (%)	Target ($ values in millions)	Threshold (50%)	Below Target (75%)	Target (100%)	Above Target (150%)	Maximum (200%)	2024 Achievement ($ values in millions)	Percentage of Target Earned (%)

GAAP Revenue, as adjusted(1)	34	4,125.4	4,042.9	4,084.1	4,125.4	4,166.7	4,207.9	4,068.9	66
Cash Net Income(1)	33	1,382.2	1,354.6	1,368.4	1,382.2	1,396.0	1,409.8	1,418.2	200
M&A(2)	33	1,000	500	750	1,000	1,500	2,000	1,404.0	140


Target Number of Shares		6,609
Formulaic Earned Payout %		134.7%
Number of Shares Earned		8,902
Less 25% Reduction		2,226
Number of Shares - Actual Payout		6,676

(1)Adjusted to be consistent with the macro-economic environment assumed in the 2024 budget, and excludes the impact of acquisitions and divestitures.

(2)Based upon the aggregate transaction value of material mergers and acquisitions, divestitures or joint ventures for which the Company signs definitive

documentation during the year.

Long-Term Equity Incentive

Mr. Clarke’s 2024 Long-Term Equity Incentive grant with three-year performance period goal is based on Adjusted EPS-COMP

growth over that period and has a maximum potential payout value equal to 200% of target.


2025 Notice of Annual Meeting & Proxy Statement	45

05. COMPENSATION DISCUSSION AND ANALYSIS

Tom Panther:

Company Annual Equity Incentive

As discussed earlier, Mr. Panther’s Company Annual Equity Incentive was achieved at 109%, or 1,602 shares.

Annual Bonus Equity Incentive

Mr. Panther’s 2024 Annual Bonus Equity Incentive Goals and Results are in the table below:


			GOALS							2024 Achievement	Percentage of Target Earned (%)
Performance Metric	Weighting (%)	Target	Threshold (50%)	Below Target (75%)	Below Target (85%)	Target (100%)	Above Target (115%)	Above Target (125%)	Maximum (150%)	2024 Achievement	Percentage of Target Earned (%)

Quarterly Expenses(1)	20	At or below plan in each quarter	—	—	—	Plan	—	—	—	Achieved 3	75
Stock Price Growth vs. S&P 500(2)	40	≥3%	≥0%	—	—	≥3%	—	—	≥5%	Not achieved	—
New Investors	40	2 or more ≥1M shares	1 ≥1M shares	—	—	2 or more ≥1M shares	—	—	—	Achieved 1	50


Target Number of Shares		1,928
Formulaic Earned Payout %		35%
Number of Shares Earned		675
Less 25% Reduction		168
Number of Shares - Actual Payout		507

(1)Adjusted to be consistent with the macro-economic environment assumed in the 2024 budget, and for addbacks and impact of acquisitions or divestitures.

(2)Based on extent to which percentage growth in the Company’s stock price exceeds that of the S&P 500 Index.

Long-Term Equity Incentive

Mr. Panther’s 2024 Long-Term Equity Incentive grant with one-year performance period was based on achievement against a

target goal of consolidated GAAP revenue as adjusted, of $4,125.4 million for 2024 (all dollar values in millions).(1)



Below Threshold (0%) ($)	Threshold (50%) ($)	Above Threshold (75%) ($)	Below Target (85%) ($)	Target (100%) ($)	Above Target (115%) ($)	Below Maximum (125%) ($)	Maximum (150%) ($)	Achievement ($)	Payout (%)	Performance- Based Shares Earned (#)

<4,001.6	4,001.6	4,042.9	4,084.1	4,125.4	4,166.7	4,207.9	4,249.2	4,068.9	81.3	3,552

(1)Consolidated GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2024 budget, and (b) for the impact of

acquisitions or divestitures.

Mr. Panther’s three-year performance period goal is based on revenue growth over that period and has a maximum potential

payout value equal to 150% of target.


46	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Alissa B. Vickery:

Company Annual Equity Incentive

As discussed earlier, Ms. Vickery’s Company Annual Equity Incentive was achieved at 109%, or 1,001 shares.

Annual Bonus Equity Incentive

Ms. Vickery’s 2024 Annual Bonus Equity Incentive Goals and Results are in the table below:


			GOALS			2024 Achievement	Percentage of Target Earned (%)
Performance Metric	Weighting (%)	Target	Threshold (50%)	Target (100%)	Maximum (125%)	2024 Achievement	Percentage of Target Earned (%)

Quarterly Expenses(1)	25	At or below plan in each quarter	—	Plan	—	Achieved 4	100
Strategic Initiatives(2)	75	Achieve 2 goals	Achieve 1 goal	Achieve 2 goals	Achieve 3 goals	Achieved 2 goals	100


Target Number of Shares		331
Formulaic Earned Payout %		100%
Number of Shares Earned		331
Less 25% Reduction		82
Number of Shares - Actual Payout		249

(1)Adjusted to be consistent with the macro-economic environment assumed in the 2024 budget, and for addbacks and impact of acquisitions or divestitures.

(2)(a) Remediate User Access Material Weakness (not achieved), (b) mitigate control deficiencies to avoid further severity (achieved), and (c) document,

implement and execute controls for operational stock administrative process (achieved).


2025 Notice of Annual Meeting & Proxy Statement	47

05. COMPENSATION DISCUSSION AND ANALYSIS

Armando L. Netto:

Company Annual Equity Incentive

As discussed earlier, Mr. Netto’s Company Annual Equity Incentive was achieved at 109%, or 1,602 shares.

Annual Bonus Equity Incentive

Mr. Netto’s 2024 Annual Bonus Equity Incentive Goals and Results are in the table below:


				GOALS ($ values in millions)							2024 Achievement ($ values in millions)	Percentage of Target Earned (%)
Performance Metric		Weighting (%)	Target ($ values in millions)	Threshold (50%)	Below Target (75%)	Below Target (85%)	Target (100%)	Above Target (125%)	Below Maximum (135%)	Maximum (150%)	2024 Achievement ($ values in millions)	Percentage of Target Earned (%)

Sales(1)	Brazil VP	10	194.4	175.0	184.7	188.6	194.4	204.1	208.0	213.8	212.1	146
	USVP	10	97	87.3	92.2	94.1	97.0	101.9	103.8	106.7	83.6	—
	All VP	10	366.5	329.9	348.2	355.5	366.5	384.8	392.2	403.2	367.2	101
Quarterly Revenue Initiatives(1)		20	Within a range of plan in each quarter	≥90	≥95	≥97	≥100	≥102.5	≥103.5	≥105	Partially achieved(2)	19
Expenses(1)	Brazil VP	5	At or below plan in each quarter	—	—	—	Plan	—	—	—	Achieved 4	100
	USVP	5	At or below plan in each quarter	—	—	—	Plan	—	—	—	Achieved 3	75
	All VP	5	At or below plan in each quarter	—	—	—	Plan	—	—	—	Achieved 3	75
Key Revenue Initiatives(3)	New Card	20	Within a range of plan	≥97	≥98	≥99	≥100	≥102	≥102.4	≥103	Not achieved	—
Key Revenue Initiatives(3)	Revenue	15	Within a range of plan	≥97	≥98	≥99	≥100	≥102	≥102.4	≥103	Not achieved	—


Target Number of Shares		1,928
Formulaic Earned Payout %		40.87%
Number of Shares Earned		788
Less 25% Reduction		197
Number of Shares - Actual Payout		591

(1)Adjusted to be consistent with the macro-economic environment assumed in the 2024 budget, and for addbacks and impact of acquisitions or divestitures.

(2)Achieved 1 quarter at 74.22% payout and below threshold for the remaining 3 quarters at 0% payout resulting in an average payout achieved of 19%.

(3)(a) Deliver new card conversion (not achieved), and (b) achieve revenue plan for a recent acquisition (not achieved).

Long-Term Equity Incentive

Mr. Netto’s 2024 Long-Term Equity Incentive grant with one-year performance period was based on achievement against a target

goal of U.S. Vehicle Payments/Brazil GAAP revenue as adjusted, of $1,527.9 million for 2024 (all dollar values in millions).(1)



Below Threshold (0%) ($)	Threshold (50%) ($)	Above Threshold (75%) ($)	Below Target (85%) ($)	Target (100%) ($)	Above Target (115%) ($)	Below Maximum (125%) ($)	Maximum (150%) ($)	Achievement ($)	Payout (%)	Performance- Based Shares Earned (#)

<$1,482.1	1,482.1	1,497.3	1,512.6	1,527.9	1,543.2	1,558.5	1,573.7	1,503.6	79	3,456

(1)U.S. Vehicle Payments/Brazil GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2024 budget, and (b)

for the impact of acquisitions or divestitures.

Mr. Netto’s three-year performance period goal is based on revenue growth over that period and has a maximum potential

payout value equal to 150% of target.


48	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Alan King:

Company Annual Equity Incentive

As discussed earlier, Mr. King’s Company Annual Equity Incentive was achieved at 109%, or 1,602 shares.

Annual Bonus Equity Incentive

Mr. King’s 2024 Annual Bonus Equity Incentive Goals and Results are in the table below:


				GOALS ($ values in millions)							2024 Achievement ($ values in millions)	Percentage of Target Earned (%)
Performance Metric		Weighting (%)	Target ($ values in millions)	Threshold (50%)	Below Target (75%)	Below Target (85%)	Target (100%)	Above Target (125%)	Below Maximum (135%)	Maximum (150%)	2024 Achievement ($ values in millions)	Percentage of Target Earned (%)

Sales(1)	Intl. VP	20	75.1	67.6	71.3	72.8	75.1	78.9	80.4	82.6	71.5	76
Sales(1)	All VP	20	366.5	329.9	348.2	355.5	366.5	384.8	392.2	403.2	367.2	101
Quarterly Revenue Initiatives(1)		40	Within a range of plan in each quarter	≥90	≥95	≥97	≥100	≥102.5	≥103.5	≥105	Achieved 4	150
Quarterly Expenses(1)		20	At or below plan in each quarter	—	—	—	Plan	—	—	—	Achieved 3	75


Target Number of Shares		1,653
Formulaic Earned Payout %		110.4%
Number of Shares Earned		1,825
Less 25% Reduction		456
Number of Shares - Actual Payout		1,369

(1)Adjusted to be consistent with the macro-economic environment assumed in the 2024 budget, and for addbacks and impact of acquisitions or divestitures.

Long-Term Equity Incentive

Mr. King’s 2024 Long-Term Equity Incentive grant with one-year performance period was based on achievement against a

target goal of International Vehicle Payments GAAP revenue as adjusted, of $584.5 million for 2024 (all dollar values in

millions).(1)



Below Threshold (0%) ($)	Threshold (50%) ($)	Above Threshold (75%) ($)	Below Target (85%) ($)	Target (100%) ($)	Above Target (115%) ($)	Below Maximum (125%) ($)	Maximum (150%) ($)	Achievement ($)	Payout (%)	Performance- Based Shares Earned (#)

<$567.0	567.0	572.8	578.7	584.5	590.3	596.2	602.0	583.2	97	3,480

(1)International Vehicle Payments GAAP revenue was adjusted (a) to be consistent with the macro-economic environment assumed in the 2024 budget, and (b)

for the impact of acquisitions or divestitures.

Mr. King’s three-year performance period goal is based on revenue growth over that period and has a maximum potential

payout value equal to 150% of target.


2025 Notice of Annual Meeting & Proxy Statement	49

05. COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation and Benefits

Employee Benefits. All U.S.-based salaried employees

including NEOs may participate in a 401(k) plan. Our 401(k)

plan provides that we match 25% of an employee’s

contribution, up to an employee contribution of 4% of salary.

Our NEOs in the U.S. may participate in this 401(k) plan on

the same basis as all of our other participating employees.

We provide health benefits to all of our eligible employees

and pay the premiums for these benefits on behalf of our

NEOs. We provide to our NEOs life insurance benefits, long-

term care insurance and concierge doctor services and also

pay these premiums. We do not provide any nonqualified

deferred compensation arrangements or defined benefit

pension plans to our NEOs.

In 2024, we provided relocation benefits, a housing

allowance and an auto allowance to Mr. Netto and Mr. King

in connection with their relocations to the U.S. For more

information, see the “2024 Summary Compensation Table”

below.

Employment Agreements and Offer Letters; Severance

and Change-in-Control Benefits. We entered into an

employment agreement with our CEO in 2010. We have also

entered into offer letter agreements with each of our other

NEOs, other than Ms. Vickery. Pursuant to Mr. Clarke's

agreement and, with respect to our other NEOs, our

historical practice, in the case of an NEO's termination under

specific circumstances, they will be entitled to certain

severance payments.

These severance benefits are discussed below in “Potential

Payments Upon Termination or Change in Control.” We

provide severance compensation if certain NEOs are

terminated without cause to attract and retain qualified

executive talent, and, with respect to change in control

benefits, to incentivize such NEOs to act in the best interests

of our shareholders in the face of a transaction even if they

may be terminated as a result.

In 2023, after considering market practices, the

compensation committee approved an increase to the

severance compensation payable to our NEOs, other than

Mr. Clarke, upon a termination without cause from six

months of salary and benefits to one year of salary and

benefits. The compensation committee also determined to

amend the vesting conditions with respect to our equity

compensation awards, other than Mr. Clarke’s, so that they

will partially vest in connection with retirement, death, or

disability, as discussed further below in “Potential Payments

Upon Termination or Change in Control.” Such awards

continue to be subject to “double trigger” change in control

provisions.


50	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Process to Review, Revise, and Set Compensation

The compensation committee is responsible for

administering our executive compensation program and

making decisions with respect to the compensation paid to

our NEOs. In making such decisions, the compensation

committee considers a variety of factors, including:

èThe compensation committee’s evaluation of the

competitive market, including referencing peer group

data

èThe feedback received from our shareholders and proxy

advisory firms

èThe roles and responsibilities of our executives,

including each executive’s impact on creating

shareholder value

èThe individual experience and skills of, and expected

contributions from, our executives

èPay relative to other NEOs at the Company

èThe individual performance of our executives during the

year and the historical performance levels of our

executives

èOur overall financial performance

Role of Independent Compensation Consultant: All

services performed by Exequity were conducted under the

direction or authority of the compensation committee. The

compensation committee has considered the required

independence factors outlined by the SEC and NYSE rules

in assessing the independence of Exequity. Consideration

was also given by the compensation committee under those

required independence factors, plus all other relevant

factors, to whether the work performed by Exequity could

give rise to a potential conflict of interest. Based on this

review, the compensation committee did not identify any

conflict of interest raised by the work performed by Exequity.

Role of Management: Our CEO provides substantial input

to the compensation committee in reviewing the performance

of the other executive officers and making compensation

recommendations for executive officers who report directly to

him.

The CEO does not participate in determining the amount of

his own compensation. Decisions regarding the

compensation of our CEO are made by the compensation

committee in executive session, without the CEO being

present.

Compensation Peer Group

We considered the compensation levels, programs and

practices of industry peer companies in setting

compensation for our NEOs by considering market

competitiveness and the goal of motivating our executives to

appropriately drive corporate performance. The

compensation committee periodically reviews and updates

the list of companies comprising the peer group to provide

an appropriate marketplace focus.

The compensation committee evaluates multiple criteria in

determining the appropriate peer group, including industry,

revenue, market capitalization, competitors to our various

lines of business, business models and profitability. The

compensation committee determined that it was appropriate

to continue to use the same peer group as in the prior year

for purposes of 2024 compensation decisions for our NEOs

aside from the removal of 1) Bread Financial Holdings, Inc.

(f/k/a Alliance Data Systems Corporation) due to size and 2)

Black Knight, Inc. due to its acquisition by a larger company.

The compensation committee referred to the 2024 Industry

Peer Group (as defined below) in setting compensation for

2024 for our NEOs. Generally, the compensation committee

references cash-based compensation at or below market

levels and equity-based compensation (based on target

levels) at or above market levels, resulting in total target

compensation at or above the peer median for our CEO and

generally below the peer median for our other NEOs.

Although the compensation committee includes this market

data and its general understanding of current compensation

practices in the market in the overall mix of factors it

considers in assessing NEO compensation, it does not target

a mathematically precise market position for total

compensation or any individual element of compensation.

Comparisons to the peer group for purposes of this Proxy

Statement are based on an adjustment of the peer group

compensation data by the Company to account for the

passage of time.


2025 Notice of Annual Meeting & Proxy Statement	51

05. COMPENSATION DISCUSSION AND ANALYSIS

The peer group used for purposes of 2024 compensation

decisions (the “2024 Industry Peer Group”) is illustrated in

the following table:



	2024 Industry Peer Group

	Automatic Data Processing, Inc.	ü
	Broadridge Financial Solutions, Inc.	ü
	Ceridian HCM Holding Inc.	ü
	Equifax Inc.	ü
	Euronet Worldwide, Inc.	ü
	Fair Isaac Corporation	ü
	Fidelity National Information Services, Inc.	ü
	Fiserv, Inc.	ü
	Global Payments Inc.	ü
	Intuit Inc.	ü
	Jack Henry & Associates, Inc.	ü
	Mastercard Incorporated	ü
	Paychex, Inc.	ü
	Paycom Software, Inc.	ü
	SS&C Technologies Holdings, Inc.	ü
	Wex, Inc.	ü

Information on Other Compensation-Related Topics

Stock Ownership Policy. Our executive officers are subject to

stock ownership requirements (expressed as a multiple of

base salary). In response to input in our shareholder

outreach process, we increased the stock ownership

guideline requirements in 2019 to the following levels (which

must be obtained within five years from an appointment to a

covered position):

èChief Executive Officer 6x

èChief Financial Officer 4x

èAll Other Executive Officers 3x

Currently, all of our other NEOs are in compliance with this

policy or are on track to meet the required ownership level

within the applicable time period.

Insider Trading Policy. The Company maintains an insider

trading policy applicable to all directors and employees. The

policy provides that Company personnel may not buy, sell or

engage in other transactions in the Company’s stock while in

possession of material non-public information, buy or sell

securities of other companies while in possession of material

non-public information about those companies they become

aware of as a result of business dealings between the

Company and those companies, or disclose material non-

public information to any unauthorized persons outside of the

Company. The policy also restricts trading for all directors

and employees to defined window periods which align with

our quarterly earnings releases.

Anti-Hedging and Pledging Policy. Our employees,

officers and directors are prohibited from purchasing or

selling derivative securities, entering into derivatives

contracts relating to our stock or otherwise engaging in

hedging transactions. The prohibition on hedging

transactions does not apply to stock options and awards

under employee plans. Furthermore, our insider trading

compliance policy prohibits executive officers and directors

from pledging or otherwise using our common shares as

collateral.


52	2025 Notice of Annual Meeting & Proxy Statement

05. COMPENSATION DISCUSSION AND ANALYSIS

Equity Grant Practices. We generally grant equity-based

incentives annually during the first calendar quarter. To date

there has been no set program for the award of incremental

periodic grants, and our compensation committee retains

discretion to make equity awards at any time, including in

connection with the promotion of an executive, to reward an

executive for extraordinary performance or the assumption of

additional responsibilities or for retention purposes. Our

compensation committee approves equity awards granted to

our NEOs on or before the grant date. The compensation

committee does not take material non-public information into

account when determining the timing and terms of such

awards. We have not timed the disclosure of material

nonpublic information for the purpose or affecting the value

of executive compensation. In 2024, we did not award any

stock options to our NEOs during any period beginning four

business days before the filing of a periodic report on Form

10-Q or Form 10-K or the filing or furnishing of a current

report on Form 8-K disclosing material non-public

information and ending one business day after the filing or

furnishing of such report with the Securities and Exchange

Commission.

Clawback Policies. In light of rules promulgated by the

NYSE and SEC requirements, we adopted a compensation

recoupment policy in 2023, which policy complies with the

required standards (the “NYSE Clawback Policy”). The

NYSE Clawback Policy provides for the prompt recovery (or

clawback) of certain excess incentive-based compensation

received during an applicable three-year recovery period by

current or former executive officers in the event we are

required to prepare an accounting restatement due to

material noncompliance with any financial reporting

requirement under the securities laws. Excess incentive-

based compensation for these purposes generally means

the amount of incentive-based compensation received (on or

after October 2, 2023) by such executive officer that exceeds

the amount of incentive-based compensation that would

have been received by such executive officer had it been

determined based on the restated amounts, without regard

to any taxes paid. Incentive-based compensation potentially

subject to recovery under the NYSE Clawback Policy is in

general limited to any compensation granted, earned or

vested based wholly or in part on the attainment of a

financial reporting measure.

In general, we may utilize a broad range of recoupment

methods under the NYSE Clawback Policy. The NYSE

Clawback Policy does not condition clawback on the fault of

the executive officer, and clawback thereunder is generally

mandatory, except in limited circumstances where the

compensation committee has made a determination that

recovery would be impracticable and (1) we have already

attempted to recover such amounts but the direct expenses

paid to a third party in an effort to enforce the NYSE

Clawback Policy would exceed the amount to be recovered,

(2) the recovery of amounts would violate applicable home

country law, or (3) the recovery would cause the non-

compliance of a tax-qualified retirement plan under the

Internal Revenue Code and applicable regulations.

Operation of the NYSE Clawback Policy is subject to a brief

phase-in process during the first few years after its

effectiveness. We may not indemnify any such executive

officer against the loss of such recovered compensation.

In 2019, we previously adopted a clawback policy applicable

to our executive officers, including our NEOs, which applies

to all incentive-based compensation earned by our executive

officers (the “Supplemental Clawback Policy”). The

Supplemental Clawback Policy provides that if our

compensation committee determines that an executive

officer engaged in misconduct that contributed to the

Company being required to make a restatement of its

financial statements, the Company will promptly recover from

such executive officer all incentive-based compensation

received that was in excess of the incentive-based

compensation such executive officer would have received

under the restated financial results of the Company. The

Supplemental Clawback Policy remains in effect with respect

to compensation received prior to the October 2, 2023

phase-in date of the NYSE Clawback Policy.

No Excise Tax Gross-Ups. The Company does not provide

excise tax gross-ups for any of its NEOs.

Risk Assessment in Compensation Programs. We

believe our compensation programs encourage and reward

prudent business judgment without encouraging undue risk.

The compensation committee reviews our compensation

programs for features that might encourage inappropriate

risk-taking. We believe our compensation policies and

practices do not create undue risks that are reasonably likely

to have a material adverse effect on us.


2025 Notice of Annual Meeting & Proxy Statement	53

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

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.



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
Tom Panther Former Chief Financial Officer	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

(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.


54	2025 Notice of Annual Meeting & Proxy Statement

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

(5)The following table breaks down the amounts included in the “All Other Compensation” column for 2024:

All Other Compensation



All other Compensation	Health Benefit Premiums ($)	Long-Term Care Premiums ($)	Retirement Plan Contributions ($)	Vehicle Allowance ($)	Life Insurance ($)	Other ($)	Total ($)

Ronald F. Clarke	28,799	2,686	—	—	660	—	32,145
Tom Panther	26,829	2,974	2,476	—	660	1,200(7)	34,139
Alissa B. Vickery	—	—	2,308	—	660	1,800(7)	4,768
Armando L. Netto(6)	27,291	877	3,244	92,815(8)	1,120	396,161(9)	521,508
Alan King(6)	29,924	468	4,500	26,350(8)	660	337,557(10)	399,459

(6)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, $1 to R$4.9915 for

2023, and $1 to R$5.1535 for 2022. Compensation earned by Mr. Netto after his relocation was paid in U.S. dollars. Prior to his relocation to the U.S., Mr.

King was based in the U.K. For compensation earned by Mr. King on or prior to October 31, 2022, amounts were denominated in British Pounds Sterling and

have been converted to U.S. dollars at an average exchange rate of $1 to £0.8080 for 2022. Compensation earned by Mr. King after October 31, 2022 was

paid in U.S. dollars.

(7)Represents parking and technology allowances.

(8)Represents the aggregate of monthly cash vehicle allowances paid to, or on behalf of, each NEO during 2024.

(9)Represents a housing allowance of $326,964, relocation benefits of $67,168, the cost to the Company of a government mandated food benefit of $878, and

$1,151 for the cost of a round trip commercial flight for Mr. Netto’s spouse from the U.S. to Brazil in connection with Mr. Netto’s relocation benefits.

(10)Represents a housing allowance of $279,876, relocation benefits of $20,909, and $36,772 for the cost of a round trip commercial flight for Mr. King’s family

from the U.S. to the U.K. in connection with Mr. King's relocation benefits.


2025 Notice of Annual Meeting & Proxy Statement	55

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

2024 Grants of Plan-Based Awards

The following table provides information about awards granted in 2024 to each of the NEOs:



		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

(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.”


56	2025 Notice of Annual Meeting & Proxy Statement

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.

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:



		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


2025 Notice of Annual Meeting & Proxy Statement	57

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION



		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	—	—	—	—

(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.


58	2025 Notice of Annual Meeting & Proxy Statement

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.

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:



	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

(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.


2025 Notice of Annual Meeting & Proxy Statement	59

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

Potential Payments Upon Termination or Change in Control

Employment Agreements, Severance and Change of Control Benefits

Ronald F. Clarke

èWe entered into an employment agreement with Mr.

Clarke in 2010, the key terms of which are:

èThe agreement term automatically renews for

successive one-year periods unless we provide notice at

least 30 days prior to the expiration date.

èMr. Clarke is entitled to an annual base salary of at least

$687,500.

èIf we terminate Mr. Clarke’s employment other than for

“cause” (as defined below), including through non-

renewal of the agreement, Mr. Clarke will receive (1)

cash severance payments, in equal monthly installments

over 12 months, in an amount equal to 150% of his

then-current annual base salary plus any accrued and

unpaid vacation, (2) payment of his health insurance

premiums for coverage under COBRA in amounts equal

to those made immediately prior to his termination until,

at his election, the earlier of the expiration of the

severance period or his commencement of employment

with another employer and (3) continuation of coverage

during the severance period under our life and disability

insurance plans, if permitted by the terms of the plans.

èThe employment agreement includes customary non-

competition and non-solicitation provisions that apply

during his employment with the Company and for one

year thereafter, as well as customary confidentiality and

intellectual property provisions and a mutual non-

disparagement provision.

“Cause” is defined, in general, to mean: Mr. Clarke’s (1)

failure to render services to us, (2) commission of an act of

disloyalty, gross negligence, dishonesty or breach of

fiduciary duty, (3) material breach of the agreement, (4)

commission of any crime or act of fraud or embezzlement,

(5) misappropriation of our assets, (6) violation of material

policies, (7) commission of acts generating material adverse

publicity toward us, (8) commission or conviction of a felony,

or (9) death or inability due to disability to perform his

essential job functions for a period of three consecutive

months.

“Good reason” is defined to mean, following a change in

control, and without Mr. Clarke’s written consent: (1) a

significant diminution in the nature and scope of his authority,

duties or responsibilities; (2) a reduction in his annual base

salary or total compensation and benefits in the amount of

10% or more; (3) his principal place of employment is

relocated to a place that is more than 25 miles from the prior

principal place of employment; or (4) he is required to be

away from his office 25% more than was required prior to the

change in control.

“Change in control” for purposes of Mr. Clarke’s employment

agreement generally has the meaning given to such term in

our 2010 Equity Compensation Plan (the “2010 Plan”), which

generally means any of the following: (1) the sale by the

Company of all or substantially all of its assets or the

consummation by the Company of any merger,

consolidation, reorganization, or business combination with

any person that results in a substantial change in ownership

or leadership, as further described in the definition; (2) the

acquisition directly or indirectly by any person or group of

beneficial ownership of securities entitled to vote generally in

the election of directors of the Company that represent 30%

or more of the combined voting power of the Company’s

then-outstanding voting securities, subject to certain

exceptions as described in the definition; (3) turnover of a

majority of the Board, subject to certain exceptions; and (4)

the approval by the Company’s shareholders of a liquidation

or dissolution of the Company, subject to certain exceptions.


60	2025 Notice of Annual Meeting & Proxy Statement

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

Other NEOs

We provided offer letters to Messrs. Netto, King, and Panther

in connection with their hiring or promotion. As a matter of

policy, if any of our NEOs, other than Mr. Clarke, is

terminated by us for any reason other than for cause, we will

(1) pay cash severance in the amount of one year of

continuation of their then-current base salary and (2) provide

health benefits for one year, each upon execution of a

general release. If such termination occurs due to a change

in control, we will also pay his or her annual bonus for the

year of termination at the target level.

Equity Awards

Our NEOs also have rights under outstanding equity awards,

which will accelerate as follows: (1) if there is a change in

control and (a) the award is not continued in full force and

effect or there is no assumption or substitution of the award

(as described in the applicable award agreement) in

connection with such change in control or (b) the NEO is

terminated without cause (as defined in the 2010 Plan) or

resigns for good reason (as defined in the 2010 Plan) within

two years following the change in control, unvested equity

awards will accelerate (a “double trigger”); (2) in the event of

retirement, death or disability, other than for Mr. Clarke, all

unvested equity awards that are scheduled to vest in the

year in which the retirement, death or disability occurs will

vest (with the remainder being forfeited).


2025 Notice of Annual Meeting & Proxy Statement	61

06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION

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.



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

(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.


62	2025 Notice of Annual Meeting & Proxy Statement

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:



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

(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.

Compensation Committee

èJoseph W. Farrelly (Chair)

èAnnabelle Bexiga

èThomas M. Hagerty

èHala G. Moddelmog

èSteven T. Stull

09. COMPENSATION COMMITTEE INTERLOCKS

AND INSIDER PARTICIPATION

None of our executive officers currently serves on the

compensation committee or board of directors of any other

company of which any member or proposed member of our

compensation committee is an executive officer.


2025 Notice of Annual Meeting & Proxy Statement	63

10. CEO PAY RATIO

As required by item 402(u) of Regulation S-K, the

compensation committee reviewed a comparison of our

CEO’s annual total compensation in fiscal year 2024 to that

of all other Company employees for the same period. We

identified our median employee by determining December

2024 pay (which was our consistently applied compensation

measure for purposes of this disclosure) for all of our

employees (as defined for purposes Item 402(u) of

Regulation S-K), excluding our CEO, who were employed by

us on December 31, 2024. For this purpose, the total pay for

each employee was determined by calculating such

employee’s total December 2024 compensation using the

same categories of compensation that are required to be

included in the Summary Compensation Table. We then

annualized that total for each employee, but did not

annualize the compensation for temporary or seasonal

employees or make full-time equivalent adjustments. We did

not make any cost-of-living adjustments when identifying our

median employee. We applied a foreign currency to U.S.

dollar exchange rate to the compensation paid in foreign

currency based on rates as of December 31, 2024.

The annual total compensation for fiscal year 2024 for our

CEO was $28,050,998, as set forth in the 2024 Summary

Compensation Table above, and for our median employee it

was $50,277, making the resulting ratio approximately 558 to

1. This was calculated, in a manner consistent with Item

402(u) of SEC Regulation S-K, based on our payroll and

employment records. The SEC rules for identifying the

“median employee” and calculating the pay ratio based on

that employee’s annual total compensation allow reporting

companies to adopt a variety of methodologies, and to make

reasonable estimates and assumptions that reflect their

compensation practices. As such, the pay ratios reported by

other companies may not be comparable to the pay ratio set

forth above, as other companies may have different

employment and compensation practices and may utilize

different methodologies, exclusions, estimates and

assumptions in calculating their own pay ratios.

Approximately 62% of our employees are located outside of

the U.S., in several different countries. In several of these

countries the cost of living is much lower than in the U.S., as

is employee compensation. In light of this, we also

conducted a review of compensation for our employees

located only in the U.S. We included all such employees,

and calculated the median of such employees using the

same definitions and methodology as described above with

respect to our full employee group. We determined that the

annual total compensation of the median compensated U.S.-

based employee, other than our CEO, was $80,345. The

ratio of our CEO’s annual total compensation to that of such

U.S.-based employee was approximately 349 to 1.

11. PAY VERSUS PERFORMANCE DISCLOSURE

As required by the pay versus performance rules adopted by

the SEC (“PVP Rules”), the below Pay Versus Performance

table (“PVP Table”) provides information about compensation

for this Proxy Statement’s NEOs, as well as NEOs from our

2023, 2022, 2021, and 2020 Proxy Statements (each of

2020, 2021, 2022, 2023, and 2024, a “Covered Year”). The

PVP Table also provides information about the results for

certain financial performance measures during those same

Covered Years. In reviewing this information, there are a few

important things to consider:

èThe information in columns (b) and (d) comes directly

from this and prior years’ Summary Compensation

Tables, without adjustment;

èAs required by the PVP Rules, we describe the

information in columns (c) and (e) as “compensation

actually paid” (or “CAP”) to the applicable NEOs, but

these CAP amounts do not entirely reflect compensation

that our NEOs actually earned for their service in the

Covered Years. Instead, CAP reflects a calculation

involving a combination of realized pay (primarily for

cash amounts) and realizable or accrued pay (primarily

for pension benefits and equity awards); and

èAs required by the PVP Rules, we provide information

about our total shareholder return (“TSR”) results, PVP

Peer Group (as defined below) TSR results and U.S.

GAAP net income results (the “External Measures”)

during the Covered Years in the PVP Table, but we did

not actually base any compensation decisions for the

NEOs on, or link any NEO pay to, these particular

External Measures because the External Measures

were not metrics used in our incentive plans during the

Covered Years.

Due to the use of the Adjusted EPS-COMP in our Company

Annual Equity Incentives, the Company has determined that,

pursuant to the PVP Rules, Adjusted EPS-COMP should be

designated as the “Company-Selected Measure” because

we believe it is the most important financial measure that we

used to link 2024 NEO pay to our performance.


64	2025 Notice of Annual Meeting & Proxy Statement

11. PAY VERSUS PERFORMANCE DISCLOSURE

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

(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:



	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


2025 Notice of Annual Meeting & Proxy Statement	65

11. PAY VERSUS PERFORMANCE DISCLOSURE



	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

(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.


66	2025 Notice of Annual Meeting & Proxy Statement

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:

Most Important Financial

Performance Measures

Adjusted EPS-COMP

GAAP Revenue, as adjusted

Stock Price

TSR and Peer TSR vs. Compensation Actually Paid

Net Income vs. Compensation Actually Paid

Adjusted EPS-COMP vs. Compensation Actually Paid


2025 Notice of Annual Meeting & Proxy Statement	67

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


68	2025 Notice of Annual Meeting & Proxy Statement

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.


2025 Notice of Annual Meeting & Proxy Statement	69

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.

Audit Committee

èRichard Macchia (Chair)

èArchie Jones, Jr.

èGerald Throop


70	2025 Notice of Annual Meeting & Proxy Statement

16. AUDIT MATTERS

Fees Billed by Ernst & Young LLP

The following table presents fees for professional audit

services rendered by Ernst & Young LLP for the audit of our

annual financial statements for the years ended December

31, 2024 and 2023, and fees billed for other services

rendered by Ernst & Young LLP during those periods.


Year Ended December 31 (in $)

	2024	2023
Audit Fees	10,073,000	11,272,000
Audit Related Fees	1,458,000	1,082,000
Tax Fees	748,000	860,000
All Other Fees	4,000	4,000
Total	12,283,000	13,218,000

Audit Fees

These amounts represent fees for professional services for

the audit of our annual consolidated financial statements and

the services that an independent auditor would customarily

provide in connection with subsidiary audits, statutory

requirements, regulatory filings and similar engagements for

the fiscal year, such as comfort letters, attest services,

consents and assistance with review of documents filed with

the SEC, as applicable.

Audit Fees also include advice on accounting matters that

arose in connection with or as a result of the audit or the

review of periodic consolidated financial statements and

statutory audits that non-U.S. jurisdictions require.

Audit Related Fees

Audit related fees consist of assurance and related services

that are reasonably related to the performance of the audit or

review of our consolidated financial statements. This

category may include fees related to the performance of

audits and attest services not required by statute or

regulations, audits of our employee benefit plans, due

diligence related to mergers, acquisitions, and investments,

additional revenue and license compliance procedures

related to performance of the review or audit of our financial

statements, and accounting consultations about the

application of GAAP to proposed transactions.

Tax Fees and All Other Fees

Fees and expenses paid to our Ernst & Young LLP for tax

compliance, planning and advice. The audit committee has

concluded the provision of the non-audit services listed

above is compatible with maintaining the independence of

Ernst & Young LLP. None of the services related to the fees

described above was approved pursuant to the waiver of

pre-approval provisions set forth in the SEC rules.

Policy on Audit Committee Pre-Approval of

Audit and Permissible Non-Audit Services of

Independent Auditor

The audit committee has established a policy for pre-

approval of audit and permissible non-audit services

provided by the independent auditor and is responsible for

fee negotiations with the independent auditor. Each year, the

audit committee approves the terms on which the

independent auditor is engaged for the ensuing fiscal year.

At least quarterly, the committee will review and, if

appropriate, pre-approve services to be performed by the

independent auditor, review a report summarizing fiscal year-

to-date services provided by the independent auditor, and

review an updated projection of the fiscal year’s estimated

fees. The audit committee, as permitted by its pre-approval

policy, from time to time delegates the approval of certain

permitted services or classes of services to a member of the

committee. The committee will then review the delegate’s

approval decisions each quarter. Independent auditor fees

are evaluated based on the scope of the proposed work, the

overall hours and fees and a reconciliation of overall hours

and fees from one year to the next, reasonable and

customary fees in the industry, periodic competitive bids,

expected increases and decreases based on changes in the

Company’s business and other changes such as new

acquisitions, expected decrease in hours in the second and

subsequent years of ownership of an acquired company, and

expected impact of any new processes.


2025 Notice of Annual Meeting & Proxy Statement	71

17. PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors currently consists of eleven

members. Except for our CEO, all of our directors are

independent under the NYSE rules.

Each of our directors—Steven T. Stull, Annabelle Bexiga,

Ronald F. Clarke, Joseph W. Farrelly, Rahul Gupta, Thomas

M. Hagerty, Archie L. Jones, Richard Macchia, Hala G.

Moddelmog, Jeffrey S. Sloan and Gerald Throop—will stand

for election to the Board for a one-year term. 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. The accompanying proxy will be voted in favor of

each individual to serve as a director unless the shareholder

indicates to the contrary on the proxy. The Board expects

that each of the nominees will be available to serve, but if

any of them is unable to serve at the time the election

occurs, the Board may, by resolution, provide for a lesser

number of directors or designate a substitute nominee.

Our Board of Directors recommends that you vote

“FOR” each of the director nominees named above.

18. PROPOSAL 2: RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM FOR FISCAL YEAR 2025

The audit committee of the Board has selected Ernst &

Young LLP as the independent registered public accounting

firm for fiscal year 2025. Shareholder ratification of the

appointment is not legally required but the audit committee

has decided to request that the shareholders ratify the

appointment. A representative of Ernst & Young LLP will be

present at the annual meeting to answer appropriate

questions from shareholders and will have the opportunity to

make a statement on behalf of the firm, if desired.

If this proposal is not approved by our shareholders at the

annual meeting, the audit committee will reconsider its

selection of Ernst & Young LLP. Even if the selection is

ratified, the audit committee may, in its discretion, select a

different registered public accounting firm at any point during

the year if it determines that making a change would be in

the best interests of the Company and our shareholders.

Our Board of Directors recommends that you vote

“FOR” the ratification of Ernst & Young LLP as our

independent registered public accounting firm for 2025.

19. PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Our Board and our shareholders have determined to hold an

advisory vote on executive compensation, as required

pursuant to Section 14A of the Exchange Act, every year.

Accordingly, we are asking shareholders to vote to approve

the 2024 compensation of our named executive officers as

such compensation is disclosed pursuant to Item 402 of the

SEC’s Regulation S-K, including the Compensation

Discussion and Analysis, the compensation tables, and other

narrative compensation disclosures required by Item 402.

This Proxy Statement contains all of these required

disclosures. The following resolution is submitted:

RESOLVED, that the compensation paid to our named

executive officers, as disclosed pursuant to Item 402 of

the SEC’s Regulation S-K, including the Compensation

Discussion and Analysis, compensation tables and other

narrative compensation disclosure set forth in this Proxy

Statement is hereby APPROVED.

Because the vote on this proposal is advisory, it will not

affect compensation already paid or awarded to any named

executive officer and will not be binding on the Company, the

Board, or the compensation committee. The Board and

compensation committee, however, will review the voting

results and take into account the outcome in determining

future annual compensation for the named executive

officers.

We currently conduct a say-on-pay vote annually. Our next

say-on-pay vote is expected to occur at the 2026 annual

meeting of shareholders.

Our Board of Directors recommends that you vote

“FOR” the approval of named executive officer

compensation as set forth above.


72	2025 Notice of Annual Meeting & Proxy Statement

20. PROPOSAL 4: SHAREHOLDER PROPOSAL FOR INDEPENDENT BOARD CHAIRMAN

Shareholders request that the Board of Directors adopt an

enduring policy, and amend the governing documents as

necessary in order that 2 separate people hold the office of

the Chairman and the office of the CEO.

Whenever possible, the Chairman of the Board shall be an

Independent Director.

The Board has the discretion to select a Temporary

Chairman of the Board who is not an Independent Director to

serve while the Board is seeking an Independent Chairman

of the Board on an accelerated basis.

It is a best practice to adopt this policy soon. However this

policy could be phased in when there is a contract renewal

for our current CEO or for the next CEO transition.

The roles of Chairman and CEO are fundamentally different

and should be held by 2 directors, a CEO and a Chairman

who is completely independent of the CEO and our

company. The job of the CEO is to manage the company.

The job of the Chairman is to oversee the CEO.

This proposal is important to Corpay (CPAY) because CPAY

has given the 2 most important jobs in the Company, CEO

and Chairman, to one person.

It is especially important to have an independent Board

Chairman because CPAY has a poorly qualified lead director.

The current CPAY lead is playing outside of his league since

his qualifications include 3-decades involvement with a firm

that has only $16 million in annual revenue compared to the

$24 Billion CPAY market cap of $24 Billion.

The current CPAY lead director has 25-years excessive

tenure on the CPAY board. As director tenure goes up

director independence goes down. Independence is the most

import attribute of a lead director because the CPAY

Chairman is clearly not independent.

This proposal received 48%-support at the 2024 CPAY

annual meeting.

The 48%-support represented a 50%+ majority vote from

professional CPAY investors who had access to independent

proxy voting advice. Any proposal that gets above 40%

support is probably obtaining a 50%+ majority vote from the

most informed shareholders because there is an

overwhelming abundance of automatic against votes from

the CPAY shareholders who have no access to independent

proxy voting advice.

CPAY shareholders, who have no access to independent

proxy voting advice, could follow the lead of professional

CPAY investors, who have access to independent proxy

voting advice, and vote for this 2025 proposal.

Please vote yes: Independent Board Chairman - Proposal 4


2025 Notice of Annual Meeting & Proxy Statement	73

20. PROPOSAL 4: SHAREHOLDER PROPOSAL FOR INDEPENDENT BOARD CHAIRMAN

Board of Directors Statement of Opposition

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.

The Board of Directors believes that this proposal is not

in the best interests of the Company or our stockholders

and unanimously recommends that you vote “AGAINST”

this proposal.


2025 Notice of Annual Meeting & Proxy Statement	75

22. ADDITIONAL INFORMATION

Shareholder Proposals

Any proposal that a shareholder wishes to be considered for

inclusion in our Proxy Statement and Proxy Card for the

2026 annual meeting of shareholders must comply with the

requirements of Rule 14a-8 under the Exchange Act and be

received no later than December 31, 2025 at the following

address, Corpay, Inc., Attention: Corporate Secretary, 3280

Peachtree Road, Suite 2400, Atlanta, Georgia 30305.

However, in the event that the annual meeting is called for a

date that is not within 30 days before or after June 11, 2026,

notice must be received a reasonable time before we begin

to print and mail our proxy materials for the 2026 annual

meeting of shareholders.

If a shareholder wishes to present a proposal before the

2026 annual meeting but does not wish to have a proposal

considered for inclusion in our Proxy Statement and proxy in

accordance with Rule 14a-8 or to nominate someone for

election as a director, the shareholder must give written

notice to our Corporate Secretary at the address noted

above. To be timely, a shareholder’s notice to the Corporate

Secretary must be received no earlier than February 11,

2026, which is 120 days prior to the anniversary of this

year’s annual meeting, and no later than March 13, 2026,

which is 90 days prior to the anniversary of this year’s

annual meeting. However, in the event that the annual

meeting is called for a date that is not within thirty days

before or after

June 11, 2026, notice by the shareholder must be received

by the later of the tenth day following the date of the public

announcement and the 90th day prior to the annual meeting.

Our Bylaws contain specific procedural requirements

regarding a shareholder’s ability to nominate a director or

submit a proposal to be considered at a meeting of

shareholders. The Bylaws are available on our website at

https://investor.corpay.com under Corporate Governance.

Universal Proxy Rules

In addition to satisfying the requirements under our Bylaws, if

a shareholder intends to comply with the universal proxy

rules and to solicit proxies in support of director nominees

other than the Company’s nominees, the shareholder must

provide notice that sets forth the information required by

Rule 14a-19 under the Exchange Act, which notice must be

postmarked or transmitted electronically to our Corporate

Secretary at the address noted above no later than 60

calendar days prior to the one-year anniversary of this year’s

annual meeting (for the 2026 annual meeting, no later than

April 12, 2026). However, in the event that the 2026 annual

meeting is called for a date that is not within thirty days of

June 11, 2026, notice by the shareholder must be received

by the later of (i) the 135th day before such annual meeting

or (ii) the tenth day following Corpay’s first public

announcement of the date of such meeting.


76	2025 Notice of Annual Meeting & Proxy Statement

22. ADDITIONAL INFORMATION

Solicitation of Proxies

The Company is paying the costs of the solicitation of

proxies. We have retained DF King & Co., Inc. to assist in

the solicitation of proxies from beneficial owners of shares

for the annual meeting. We have agreed to pay DF King a

fee of approximately $20,000 per year plus out-of-pocket

expenses. You may contact DF King at (888) 548-6498.

Proxies may be solicited by officers, directors and regular

supervisory and executive employees of the Company, none

of whom will receive any additional compensation for their

services. These solicitations may be made personally or by

mail, facsimile, telephone, messenger, or via the Internet.

The Company will pay persons holding common shares in

their names or in the names of nominees, but not owning

such shares beneficially, such as brokerage houses, banks,

and other fiduciaries, in accordance with NYSE Rule 451 for

the expense of forwarding solicitation materials to their

principals. The Company will pay all proxy solicitation costs

in accordance with NYSE Rule 451.

Voting Procedures

Tabulation of Votes: Broadridge Investor Communication

Solutions, Inc. will tabulate votes cast by proxy or in person

at the meeting. We will report the results in a Form 8-K filed

with the SEC within four business days of the annual

meeting.

Vote Required; Effect of an Abstention and Broker Non-

Votes: The shares of a holder whose ballot on any or all

proposals is marked as “abstain” will be included in the

number of shares present at the annual meeting for the

purpose of determining the presence of a quorum. If you are

the beneficial owner of shares held by a broker or other

custodian, you may instruct your broker how you would like

your shares voted. If you wish to vote the shares you own

beneficially at the meeting, you must first request and obtain

a proxy from your broker or other custodian. If you choose

not to provide instructions or a legal proxy, your shares are

referred to as uninstructed shares. Whether your broker or

custodian has the discretion to vote these shares on your

behalf depends on the ballot item. The following table

summarizes the vote threshold required for passage of each

proposal and the effect of abstentions and uninstructed

shares held by brokers.

Proposal

Number

Item

Vote

Required for

Approval

Abstentions

Uninstructed

Board Voting

Recommendation

To elect the eleven directors

Majority of

votes cast

No effect

FOR each nominee

To ratify the reappointment of Ernst & Young

LLP as our independent public accounting

firm for 2025

Majority of

votes cast

No effect

Discretionary vote

by broker

permitted

FOR

To approve, on an advisory basis, named

executive officer compensation

Majority of

votes cast

No effect

FOR

To vote on a shareholder proposal regarding

an independent Board chair requirement, if

properly presented at the meeting

Majority of

votes cast

No effect

AGAINST

If you sign and return a proxy card or vote your shares via the Internet but do not provide voting instructions, your shares will

be voted as listed in the “Board Voting Recommendation” column in the table above.


2025 Notice of Annual Meeting & Proxy Statement	77

22. ADDITIONAL INFORMATION

Where to Find More Proxy Voting Information:

èThe SEC’s website has a variety of information about

the proxy voting process at www.sec.gov/spotlight/

proxymatters.shtml.

èContact the Investor Relations department through

our website at https://investor.corpay.com or by phone

at (770) 417-4697.

èContact the broker or bank through which you

beneficially own your shares.

Revoking Your Proxy: Shareholders of record may

revoke their proxy and change their vote at any time

before the polls close at the annual meeting by submitting

a subsequent proxy (if you received a proxy card) or by

using the Internet, by telephone or by mail to vote after the

date of your proxy; sending written notice of revocation to

our Corporate Secretary at Corpay, 3280 Peachtree Road,

Suite 2400, Atlanta, Georgia 30305; or voting in person at

the annual meeting. If you hold shares through a bank or

broker, please refer to your proxy card or other voting

information form forwarded by your bank or broker to see

how you can revoke your proxy (if you received one) and

change your vote.

Proxy Authority: When you submit your proxy, you

authorize Ronald F. Clarke and Alissa B. Vickery, or either

one of them, each with full power of substitution, to vote

your shares at the annual meeting in accordance with your

instructions or, if no instructions are given, in accordance

with the Board’s recommendations as described in the

table above.

The proxies, in their discretion, are further authorized to

vote on any adjournments or postponements of the annual

meeting, for the election of one or more persons to the

Board if any of the nominees becomes unable to serve or

for good cause will not serve, on matters which the Board

does not know a reasonable time before making the proxy

solicitations will be presented at the annual meeting or any

other matters which may properly come before the annual

meeting and any postponements or adjournments thereto.

Householding of Proxy Materials

The SEC has adopted rules that permit companies and

intermediaries (such as banks and brokers) to satisfy the

delivery requirements for Proxy Statements and annual

reports with respect to two or more shareholders sharing

the same address by delivering a single Proxy Statement

addressed to those shareholders. This process, which is

commonly referred to as “householding,” potentially means

extra convenience for shareholders and cost savings for

companies.

This year, a number of banks and brokers with account

holders who are shareholders will be “householding” our

proxy materials. A single Proxy Statement will be delivered

to multiple shareholders sharing an address unless

contrary instructions have been received from the affected

shareholders. Once you have received notice from your

bank or broker that it will be “householding”

communications to your address, “householding” will

continue until you are notified otherwise or until you revoke

your consent. If, at any time, you no longer wish to

participate in “householding” and would prefer to receive a

separate Proxy Statement, please notify your bank or

broker, or direct your written request to Corpay, Inc.,

Attention: Corporate Secretary, 3280 Peachtree Road,

Suite 2400, Atlanta, Georgia 30305, HOUSEHOLDING,

and we will deliver a separate copy of the Proxy Statement

upon request. Shareholders who currently receive multiple

copies of the Proxy Statement and annual report at their

address and would like to request “householding” of their

communications should contact their bank or broker.


78	2025 Notice of Annual Meeting & Proxy Statement

23. APPENDIX A

Management’s Use of Non-GAAP Financial Measures

Adjusted Net Income and Adjusted Net Income Per Diluted Share

We have defined the non-GAAP measure adjusted net

income as net income as reflected in our statement of

income, adjusted to eliminate (a) non-cash stock based

compensation expense related to share based compensation

awards, (b) amortization of deferred financing costs,

discounts, intangible assets, amortization of the premium

recognized on the purchase of receivables and amortization

attributable to our noncontrolling interest, (c) integration and

deal related costs, and (d) other non-recurring items,

including unusual credit losses, certain discrete tax items,

the impact of business dispositions, impairment losses, asset

write-offs, restructuring costs, loss on extinguishment of

debt, taxes associated with stock-based compensation

programs, losses and gains on foreign currency transactions

and legal settlements and related legal fees. We calculate

adjusted net income and adjusted net income per diluted

share to eliminate the effect of items that we do not consider

indicative of our core operating performance.

We have defined the non-GAAP measure adjusted net

income per diluted share as the calculation previously noted

divided by the weighted average diluted shares outstanding

as reflected in our statement of income.

Adjusted net income and adjusted net income per diluted

share are supplemental measures of operating performance

that do not represent and should not be considered as an

alternative to net income, net income per diluted share or

cash flow from operations, as determined by U.S. generally

accepted accounting principles, or U.S. GAAP. We believe it

is useful to exclude non-cash share-based compensation

expense from adjusted net income because non-cash equity

grants made at a certain price and point in time do not

necessarily reflect how our business is performing at any

particular time and share based compensation expense is

not a key measure of our core operating performance. We

also believe that amortization expense can vary substantially

from company to company and from period to period

depending upon their financing and accounting methods, the

fair value and average expected life of their acquired

intangible assets, their capital structures and the method by

which their assets were acquired; therefore, we have

excluded amortization expense from our adjusted net

income. We also believe that integration and deal related

costs and one-time non-recurring expenses, gains, losses,

and impairment charges do not necessarily reflect how our

investments and business are performing. We adjust net

income for the tax effect of each of these non-tax items.


2025 Notice of Annual Meeting & Proxy Statement	79

23. APPENDIX A

Reconciliation of Net Income to Pro Forma Adjusted Net Income

Set forth below is a reconciliation of adjusted net income and adjusted net income per diluted share to the most directly

comparable GAAP measure, net income and net income per diluted share (in millions, except per share amounts):



	2024	2023	2022	2021	2020	2019	2018	2017	2016	2015	2014	2013	2012	2011	2010

Net income attributable to Corpay	$1,004	$982	$954	$839	$704	$895	$811	$740	$452	$362	$369	$285	$216	$147	$108
Net income per diluted share	$13.97	$13.20	$12.42	$9.99	$8.12	$9.94	$8.81	$7.91	$4.75	$3.85	$4.24	$3.36	$2.52	$1.76	$1.34
Adjustments:
Stock-based compensation expense	117	116	121	80	43	61	70	93	64	90	38	27	19	22	27
Amortization(6)	239	234	238	215	196	217	227	233	184	181	100	56	38	25	22
Net gain on disposition of assets/ business	(121)	(14)	—	—	—	—	(153)	(109)	—	—	—	—	—	—	—
Investment (gains) losses	—	—	—	—	(30)	3	7	45	25	40	—	—	—	—	—
Loss on write-off of fixed assets	—	—	—	—	—	2	9	—	—	—	—	—	—	—	—
Loss on extinguishment of debt	5	—	2	16	—	—	2	3	—	—	16	—	—	3	—
Legal settlements and litigation	3	2	6	6	—	6	6	11	—	—	—	—	—	—	—
Goodwill impairment	90	—	—	—	—	—	—	—	—	—	—	—	—	—	—
Integration and deal related cost(1)	34	31	19	31	12	—	—	—	—	—	—	—	—	—	—
Restructuring and related (subsidies) costs	9	4	7	(2)	4	3	5	1	—	—	—	—	—	—	—
Unauthorized access impact	—	—	—	—	—	—	2	—	—	—	—	—	—	—	—
Other non-cash adjustments	16	—	—	—	90(5)	—	—	2	—	—	(29)	—	—	—	—
Total pre-tax adjustments(2)	392	373	393	346	316	291	175	279	274	311	125	83	57	49	49
Income tax impact of pre- tax adjustments at the effective tax rate(3)	(99)	(97)	(111)	(76)	(68)	(62)	(39)	(93)	(67)	(81)	(46)	(24)	(17)	(15)	(14)
Discrete tax items(4)	68	—	—	—	10	(62)	23	(127)	—	—	—	—	—	—	—
Adjusted net income(2)	$1,364	$1,259	$1,237	$1,110	$962	$1,062	$970	$799	$659	$593	$448	$343	$256	$182	$143
Adjusted net income per diluted share	$19.01	$16.92	$16.10	$13.21	$11.09	$11.79	$10.53	$8.54	$6.92	$6.30	$5.15	$4.05	$2.99	$2.17	$1.77

(1)Beginning in 2020, the Company included integration and deal related costs in its definition to calculate adjusted net income and adjusted net income per

diluted share. Prior period amounts were immaterial.

(2)The sums of pre-tax adjustments and adjusted net income may not equal the totals presented due to rounding.

(3)Represents provision for income taxes of pre-tax adjustments. 2022 year includes $9.0 million adjustment for tax benefit of certain income determined to be

permanently invested. 2021 year includes remeasurement of deferreds due to the increase in UK corporate tax rate from 19% to 25% of $6.5 million. 2020

year includes a tax reserve adjustment related to prior year tax positions of $9.8 million. 2019 year includes discrete tax effect of non-cash investment gain.

2019 also excludes the results of the Company's Masternaut investment on our effective tax rate, as results were reported on a post-tax basis and no tax-

over-book outside basis difference prior to disposition. 2017 year excludes the net gain realized upon our disposition of Nextraq, representing a pretax gain

of $175.0 million and tax on gain of $65.8 million. 2014 through 2017 years exclude the results of our equity method investment on our effective tax rate, as

results from our equity method investment are reported within the Consolidated Income Statements on a post-tax basis and no tax-over-book outside basis

differences related to our equity method investment are expected to reverse. 2024 excludes the net gain realized upon disposition and impact of 2024

discrete tax item.

(4)Represents the impact to taxes from the reversal of a valuation allowance related to the disposition of our investment in Masternaut of $65.7 million in 2019,

and impact of tax reform adjustments included in our effective tax rate of $22.7 million in 2018. Also, includes the impact of a discrete tax item for a Section

199 adjustment related to a prior tax year in 2019 results of $1.8 million. For 2024, represents discrete non-cash tax provision recognized in the fourth

quarter of 2024 related to a prior tax planning strategy and taxes on net gain realized upon disposition of our merchant solutions business within US Vehicle

Payments of $47.8 million.

(5)Represents a bad debt loss in the first quarter of 2020 from a large client in our Cambridge business entering voluntary bankruptcy due to the extraordinary

impact of the COVID-19 pandemic.

(6)Includes amortization related to intangible assets, premium on receivables, deferred financing costs, and debt discounts.


☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under Rule 14a-12


☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and 0-11.


01. SUMMARY		5
èProposals and Board Recommendations		5

02. CORPAY AT A GLANCE		6
èOur Vision		6
èOur Mission		6
èOur Strategy		7
èOur Performance		7
èOur Board of Directors		8
èForward-Leaning Corporate Governance		8
èForward-Leaning Compensation Practices		8
èShareholder Engagement Results		9
èOur Commitment to Corporate Responsibility		11
èPeople		11
èCulture		11
èTalent Acquisition and Development		12
èHealth and Wellness		13
èVoice of the Employee		13
èSustainability		13

03. CORPORATE GOVERNANCE AND BOARD MATTERS		16
èOur Board of Directors		16
èDirector Nominees		18
èEvaluation and Evolution of Our Board		22
èBoard Meetings and Committees		22
èBoard Committee Membership		22
èAudit Committee		23
èCompensation Committee		23
èNomination and Governance Committee		24
èExecutive and Acquisitions Committee		24
èInformation Technology and Security Committee		24
èRisk Oversight		24
èDirector Independence		25
è2024 Director Compensation		25
èDirector Qualifications		26
èDirector Nomination Process		27
èGovernance Policies		27

04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT		28

05. COMPENSATION DISCUSSION AND ANALYSIS		30
èLeadership Transitions in 2024		30
è2024 Performance		31
èResponsiveness to 2024 Say-On-Pay Vote		31
èShareholder Outreach Process		31
è2020-2024 CEO Equity Compensation		33
èForward-Leaning Compensation Practices		34
èComponents of Compensation and Target Direct Compensation Mix		36
èTarget Mix of Compensation		37
èKey Elements of 2024 Named Executive Officer Compensation		38
èBase Salary		38
èEquity Incentives		38
èPerformance-Based Equity		39
èCompany Annual Equity Incentives		39
èAnnual Bonus Equity Incentives		41
èLong-Term Equity Incentives		42
èTime-Based Equity		43
èStock Options		43
è2024 Performance-Based Equity Goals and Payout Results		44
èOther Compensation and Benefits		49
èProcess to Review, Revise, and Set Compensation		50
èCompensation Peer Group		50
èInformation on Other Compensation-Related Topics		51



	Annual Meeting of Shareholders

	The Company’s Annual Meeting of Shareholders will be held at 3280 Peachtree Road, Suite 2400 Atlanta, GA 30305 on June 11, 2025 at 10:00 a.m. Eastern Daylight Time


06. 2024 NAMED EXECUTIVE OFFICER COMPENSATION		53
è2024 Summary Compensation Table		53
èAll Other Compensation		54
è2024 Grants of Plan-Based Awards		55
èOutstanding Equity Awards at 2024 Fiscal Year-End		56
è2024 Option Exercises and Stock Vested		58
èPotential Payments Upon Termination or Change in Control		59
èEmployment Agreements, Severance and Change of Control Benefits		59
èOther NEOs		60
èEquity Awards		60
èQuantification of Potential Payments		61

07. EQUITY COMPENSATION PLAN INFORMATION		62

08. COMPENSATION COMMITTEE REPORT		62

09. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION		62

10. CEO PAY RATIO		63

11. PAY VERSUS PERFORMANCE DISCLOSURE		63
èPay Versus Performance Table		64
èTSR and Peer TSR vs. Compensation Actually Paid		66
èNet Income vs. Compensation Actually Paid		66
èAdjusted EPS-COMP vs. Compensation Actually Paid		66

12. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS		67

13. DELINQUENT SECTION 16(A) REPORTS		67

14. FIVE YEAR STOCK PERFORMANCE GRAPH		67

15. AUDIT COMMITTEE REPORT		68

16. AUDIT MATTERS		70
èFees Billed by Ernst & Young LLP		70
èAudit Fees		70
èAudit Related Fees		70
èTax Fees and All Other Fees		70
èPolicy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditor		70

17. PROPOSAL 1: ELECTION OF DIRECTORS		71

18. PROPOSAL 2: RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025		71

19. PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		71

20. PROPOSAL 4: SHAREHOLDER PROPOSAL FOR INDEPENDENT BOARD CHAIRMAN		72

21. OTHER BUSINESS		74

22. ADDITIONAL INFORMATION		75
èShareholder Proposals		75
èUniversal Proxy Rules		75
èSolicitation of Proxies		76
èVoting Procedures		76
èWhere to Find More Proxy Voting Information		77
èHouseholding of Proxy Materials		77

23. APPENDIX A		78
èManagement’s Use of Non-GAAP Financial Measures		78
èAdjusted Net Income and Adjusted Net Income Per Diluted Share		78
èReconciliation of Net Income to Pro Forma Adjusted Net Income		79



		Datacenter initiatives — consolidate and streamline data center footprints

		Cloud computing — transform to virtual environments

		Shared environmental commitment with vendors — leverage spend to align green commitments



Board Demographics Matrix (as of December 31, 2024)

Total Number of Directors:	11
	Female	Male	Non-Binary	Did Not Disclose Gender
Part 1: Gender Identity
Directors	2	9	—	—
Part II: Demographic Background
African American or Black	—	1	—	—
Indian	—	1	—	—
Hispanic	1	—	—	—
White	1	7	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—



	Year Ended 2010	2011 Changes	Pro Forma 2010

Income before income taxes	$151	$1	$152
Provision for income taxes	43	2	46
Net income	108	(2)	106
Stock based compensation	27	(5)	22
Amortization of intangible assets	17	—	17
Amortization of premium on receivables	3	—	3
Amortization of deferred financing costs	2	—	2
Loss on extinguishment of debt	—	3	3
Total pre-tax adjustments	49	(2)	47
Income tax impact of pre-tax adjustments at the effective tax rate	(14)	—	(14)
Total pre-tax adjustments	$143	$(4)	$139
Adjusted net income per diluted share	$1.77		$1.66
Diluted shares	80.8		83.7