WEX Inc.
For the period ended May 15, 2025. Filed Apr 17, 2025.
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May 15, 2025 · Filed Apr 17, 2025
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") and our Long-Term Incentive Plan ("LTIP"). 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
The table below describes how the non-GAAP performance measures for the 2024 STIP are calculated from the Company's reported results shown in the table below:
| (In millions) · 2024 Total Company Revenue · 2024 Total Company Operating Income | |||
|---|---|---|---|
| 2024 Actual reported per 10-K (GAAP) | $2,628.1 | $686.3 | |
| 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 | ||
| 2024 Actual reported per 10-K (with adjustments) | $2,628.1 | $1,059.7 | |
| 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 | |
| 2024 Actual reported per 10-K, adjusted for fuel prices, foreign exchange rates, acquisitions, and other items | $2,614.3 | $1,063.6 | |
| 100 | WEX Inc. |
LTIP
The following table provides an explanation as to how actual performance results were calculated on a non-GAAP basis, including the existence of adjustments, for LTIP payout determination for PRSU awards where the full performance period was completed as of December 31, 2024, and was used to calculate and determine the final payout factor for such PRSU awards.
| (in millions - otherthan earnings per share) · LTIP Adjusted Net Income -Earnings Per ShareReconciliation · 2022 LTIP Revenue Reconciliation | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2022 · 2023 · 2024 · Total · 2022 · 2023 · 2024 · Total | ||||||||
| Results as reported on a US GAAP Basis | $4.50 | $6.16 | $7.50 | $18.16 | $2,350.5 | $2,548.0 | $2,628.1 | $7,526.6 |
| Unrealized (gain) loss on financial instruments | $(1.86) | $0.70 | $0.01 | $(1.15) | ||||
| Net foreign currency loss (gain) | $0.51 | $(0.11) | $0.63 | $1.03 | ||||
| Change in fair value of contingent consideration | $3.11 | $0.20 | $0.16 | $3.47 | ||||
| Acquisition-related intangible amortization | $3.81 | $4.25 | $4.89 | $12.95 | ||||
| Other acquisition and divestiture related items | $0.40 | $0.15 | $0.29 | $0.84 | ||||
| Debt restructuring and debt issuance cost amortization | $0.39 | $2.06 | $0.39 | $2.84 | ||||
| Stock-based compensation | $2.25 | $3.04 | $2.71 | $8.00 | ||||
| Other costs | $0.86 | $1.05 | $1.19 | $3.10 | ||||
| Impairment charges | $3.05 | $— | $— | $3.05 | ||||
| ANI adjustments attributable to non- controlling interests | $(0.77) | $— | $— | $(0.77) | ||||
| Tax related items | $(2.59) | $(2.59) | $(2.47) | $(7.65) | ||||
| Dilutive impact of stock awards | $(0.13) | $(0.10) | $— | $(0.23) | ||||
| Results per adjusted reporting basis; total Company adjusted | $13.53 | $14.81 | $15.28 | $43.62 | $2,350.5 | $2,548.0 | $2,628.1 | $7,526.6 |
| Adjustment for fuel prices | ||||||||
| Adjustments for foreign exchange rates | — | — | — | — | ||||
| Results adjusted for compensation attainment purposes | $12.00 | $13.70 | $15.21 | $40.91 | $2,377.0 | $2,525.6 | $2,655.0 | $7,557.6 |
| 2025 Proxy Statement | 101 |
|---|
Reconciliation of Non-GAAP Financial Measure
The following table reflects the reconciliation of GAAP net income (loss) per diluted share to adjusted net income per diluted share, a non-GAAP financial performance metric presented in the "2024 Company Performance Snapshot" section, the "Pay versus Performance Table" section and within the Compensation Discussion & Analysis included herein.
| Fiscal years ended December 31: | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | Per dilutedshare CAGR2019 - 2024 |
|---|---|---|---|---|---|---|---|
| Net income (loss) attributable to shareholders | $7.50 | $6.16 | $4.50 | $— | $(5.56) | $2.26 | 27.1% |
| Unrealized loss (gain) on financial instruments | 0.01 | 0.70 | (1.86) | (0.86) | 0.62 | 0.79 | |
| Net foreign currency loss (gain) | 0.63 | (0.11) | 0.51 | 0.27 | 0.59 | 0.02 | |
| Change in fair value of contingent consideration | 0.16 | 0.20 | 3.11 | 0.88 | — | — | |
| Acquisition-related intangible amortization | 4.89 | 4.25 | 3.81 | 4.01 | 3.90 | 3.64 | |
| Other acquisition and divestiture related items | 0.29 | 0.15 | 0.40 | 0.81 | 1.32 | 0.86 | |
| Legal settlement | — | — | — | — | 3.71 | — | |
| Stock-based compensation | 2.71 | 3.04 | 2.25 | 1.70 | 1.50 | 1.09 | |
| Other costs | 1.19 | 1.05 | 0.86 | 0.52 | 0.30 | 0.57 | |
| Loss on sale of subsidiary | — | — | — | — | 1.06 | — | |
| Impairment charges and asset write-offs | — | — | 3.05 | — | 1.22 | — | |
| Debt restructuring and debt issuance cost amortization | 0.39 | 2.06 | 0.39 | 0.48 | 0.91 | 0.48 | |
| Non-cash adjustments related to tax receivable agreement | — | — | — | — | — | (0.02) | |
| ANI adjustments attributable to non-controlling interests | — | — | (0.77) | 2.91 | (0.98) | 1.21 | |
| Tax related items | (2.47) | (2.59) | (2.59) | (1.58) | (2.47) | (1.71) | |
| Dilutive impact of convertible debt | — | (0.10) | (0.13) | — | — | — | |
| Dilutive impact of stock awards | — | — | — | — | (0.06) | — | |
| Adjusted net income attributable to shareholders | $15.28 | $14.81 | $13.53 | $9.14 | $6.06 | $9.20 | 10.7% |
| 102 | WEX Inc. |
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