WORLD KINECT CORP
For the period ended Dec 31, 2023. Filed Apr 26, 2024.
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Dec 31, 2023 · Filed Apr 26, 2024
Contents
Elements of Compensation
Our Compensation Committee uses a variety of compensation elements to establish individual compensation programs for each of our NEOs. As we discussed in our 2023 Proxy Statement, in 2022 the Compensation Committee reduced the percentage of total target compensation that was payable in cash and allocated a larger portion of incentive opportunity to long-term equity awards to foster stronger alignment with long-term value creation. As a result, 60% of long-term incentives vest based on the achievement of pre-established performance conditions and 40% vest based on service requirements. For 2023, the Compensation Committee maintained the same shareholder-aligned approach. The table below provides an overview of our 2023 compensation program elements, along with the purpose and material terms of each of these elements.
| Element | Purpose | Form of Payout | Material Terms | ||||||
| Fixed | Annual Base Salary | Provide a competitive level of fixed compensation. | Cash | Reflects internal pay equity considerations and may be increased periodically based on factors such as market conditions, changes in roles or expansion of duties. | |||||
| Variable | Short-Term | Annual Incentive Program (AIP) | Profitability Metric | Motivate executives to achieve superior financial performance over a one-year period. | Cash | Represents 60% of AIP | |||
| Earned based on achievement of adjusted EBITDA | |||||||||
| Payouts range from 35% at threshold to 200% at maximum | |||||||||
| Strategic Objectives | Motivate and reward achievement of strategic goals that contribute to our long-term growth and operational excellence. | Cash | Represents 40% of AIP | ||||||
| Earned based on pre-established and approved Strategic Objectives | |||||||||
| Payouts capped at 100% | |||||||||
| Long-Term | Annual Long-Term Incentive Program (LTIP) | PRSUs | Incentivize executives to sustain long-term performance. | Equity-based | Represents 60% of annual LTIP award | ||||
| Vests after a 3-year performance period | |||||||||
| Earned based on adjusted EPS, with a modifier based on adjusted ROIC | |||||||||
| Payouts range from 30% at threshold to 200% at maximum | |||||||||
| Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting | |||||||||
| RSUs | Provide a retention incentive that promotes sustained stock ownership and alignment with stock price performance. | Equity-based | Represents 40% of the annual LTIP award | ||||||
| Vest ratably over 3 years | |||||||||
| Subject to retention policy, 50% of the shares received net of taxes are required to be held for 3 years post-vesting | |||||||||
| World Kinect 2024 Proxy Statement | 51 |
Compensation Discussion and Analysis
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