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WORLD KINECT CORP

For the period ended Dec 31, 2023. Filed Apr 26, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 31, 2023 · Filed Apr 26, 2024

WKC$35.70-2.6%Stored close · as of Nov 6, 2026
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Contents

Annual Incentive Program (“AIP”)

We pay performance-based annual cash incentive awards to our executives to foster a results-driven, pay-for-performance culture, and to align executives’ interests with those of our shareholders. Annual cash incentive awards are earned according to the achievement of company-wide financial metric and company-wide strategic objectives. Our Compensation Committee selects performance metrics that it believes support our strategy and strike a balance between motivating our executives to increase near-term financial and operating results and driving sustainable long-term growth and value for shareholders.

For the annual performance-based portion of our 2023 executive compensation program, the Compensation Committee continued to use a combination of adjusted EBITDA performance and strategic objectives that the Compensation Committee believes will contribute to sustainable growth over the long term. We define adjusted EBITDA as net income (loss), excluding the impact of interest, income taxes, and depreciation and amortization and adjusted for non-operational items as appropriate, such as those associated with acquisition-related charges and restructuring-related costs. The Compensation Committee believes that adjusted EBITDA continues to be the appropriate metric as it is a strong indicator of our business’ financial performance and is one of the key financial metrics provided to our investors as measurements of our current and future operational success. In order to foster a culture of collaboration with a shared focus and commitment, the Compensation Committee determined that it would utilize adjusted EBITDA as the performance metric for all of our NEOs’ annual incentive programs in 2023 and that the strategic objectives would be composed of a limited number of qualitative and quantitative objectives.

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

52World Kinect 2024 Proxy Statement

Compensation Discussion and Analysis

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

Annual Cash Incentive Opportunity
2022 · 2023
NEOAdjustedEBITDAPerformance(60%)($)StrategicObjectives(40%)($)Total($)AdjustedEBITDAPerformance(60%)($)StrategicObjectives(40%)($)Total($)% Changefrom2022 to 2023
Kasbar1,050,000700,0001,750,0001,050,000700,0001,750,000No change
Birns405,000270,000675,000450,000300,000750,00011%
Rau390,000260,000650,000450,000300,000750,00015%
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.