WEX Inc.
For the period ended May 9, 2024. Filed Apr 23, 2024.
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May 9, 2024 · Filed Apr 23, 2024
Contents
Appendix A
The following pages in this Appendix A contain descriptions of the performance measures used for executive incentive compensation under our Short-Term Incentive Plan ("STIP"). They were developed uniquely for incentive compensation purposes, are non-GAAP measures, and are not reported in our financial statements. The Leadership Development and Compensation Committee (the "Committee") has approved use of non-GAAP measures when appropriate to drive executive focus on particular strategic, operational, or financial factors, or to exclude factors over which our executives have little influence or control.
STIP
Reconciliation of performance measures to reported results for the 2023 STIP metric is shown in the table below:
| (In millions) | 2023 Total Company Revenue | 2023 Total Company Operating Income |
|---|---|---|
| 2023 Actual reported per 10-K (GAAP) | $2,548.0 | $647.1 |
| Adjustments for Non-GAAP items including: acquisition-related intangible amortization, other acquisition and divestiture related items, debt restructuring costs, stock based compensation, and other costs | ü | ü |
| 2023 Actual reported per 10-K (with adjustments) | $2,548.0 | $1,015.4 |
| Adjustment for Fuel Prices, Foreign Exchange Rates, in-year Acquisitions not contemplated in Budget, and other items deemed necessary and appropriate to reflect Company's actual performance | ü | ü |
| 2023 Actual reported per 10-K, adjusted for Fuel Prices, Foreign Exchange Rates, Acquisitions, and other items | $2,512.5 | $1,000.1 |
| 2024 Proxy Statement | 85 |
|---|
APPENDIX A
Reconciliation of Non-GAAP Financial Measure
The following table reflects the reconciliation of the non-GAAP financial performance metric presented in the "2023 Company Performance Snapshot" section, the "Pay versus Performance Table" section and within the Compensation Discussion & Analysis included herein.
| Reconciliation of GAAP net income (loss) per diluted share to adjusted net income per diluted share | FY EndedDecember 31,2023 | FY EndedDecember 31,2022 | FY EndedDecember 31,2021 | FY EndedDecember 31,2020 | FY EndedDecember 31,2019 | FY EndedDecember 31,2018 | Per Dilutedshare CAGR2018 - 2023 |
|---|---|---|---|---|---|---|---|
| per diluted share · per diluted share · per diluted share · per diluted share · per diluted share · per diluted share | |||||||
| Net income (loss) attributable to shareholders | $6.16 | $4.50 | $— | $(5.56) | $2.26 | $3.86 | 9.8% |
| Unrealized loss (gain) on financial instruments | 0.70 | (1.86) | (0.86) | 0.62 | 0.79 | (0.06) | |
| Net foreign currency (gain) loss | (0.11) | 0.51 | 0.27 | 0.59 | 0.02 | 0.89 | |
| Change in fair value of contingent consideration | 0.20 | 3.11 | 0.88 | — | — | — | |
| Acquisition-related intangible amortization | 4.25 | 3.81 | 4.01 | 3.90 | 3.64 | 3.17 | |
| Other acquisition and divestiture related items | 0.15 | 0.40 | 0.81 | 1.32 | 0.86 | 0.10 | |
| Legal settlement | — | — | — | 3.71 | — | — | |
| Stock-based compensation | 3.04 | 2.25 | 1.70 | 1.50 | 1.09 | 0.81 | |
| Other costs | 1.05 | 0.86 | 0.52 | 0.30 | 0.57 | 0.31 | |
| Loss on sale of subsidiary | — | — | — | 1.06 | — | — | |
| Impairment charges and asset write-offs | — | 3.05 | — | 1.22 | — | 0.13 | |
| Debt restructuring and debt issuance cost amortization | 2.06 | 0.39 | 0.48 | 0.91 | 0.48 | 0.32 | |
| Non-cash adjustments related to tax receivable agreement | — | — | — | — | (0.02) | 0.02 | |
| ANI adjustments attributable to non-controlling interests | — | (0.77) | 2.91 | (0.98) | 1.21 | (0.03) | |
| Tax related items | (2.59) | (2.59) | (1.58) | (2.47) | (1.71) | (1.24) | |
| Dilutive impact of convertible debt | (0.10) | (0.13) | — | — | — | — | |
| Dilutive impact of stock awards | — | — | — | (0.06) | — | — | |
| Adjusted net income attributable to shareholders | $14.81 | $13.53 | $9.14 | $6.06 | $9.20 | $8.28 | 12.3% |
| 86 | WEX Inc. |
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