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
PAY VERSUS PERFORMANCE
| Value of Initial $100 Investment Based On: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year | Summary Compensation Table Total for PEO($) | Compensation Actually Paid to PEO($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs($) | Company Total Shareholder Return($) | Peer Group Total Shareholder Return($) | Net Income($M) | Adj. EBITDA($M) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2023 | 6,802,243 | (1,164,913) | 2,821,871 | 551,939 | 56.55 | 167.71 | 52.90 | 386.40 |
| 2022 | 15,272,338 | 14,196,826 | 3,722,299 | 3,112,615 | 66.22 | 169.96 | 114.10 | 380.30 |
| 2021 | 5,141,566 | 4,046,678 | 1,797,915 | 1,687,476 | 62.87 | 102.56 | 73.70 | 241.30 |
| 2020 | 6,514,957 | (7,068,994) | 2,134,192 | (3,412,451) | 72.87 | 66.32 | 109.60 | 261.40 |
| 80 | World Kinect 2024 Proxy Statement |
Other Compensation Matters
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” (“SCT”) for our principal executive officer (“PEO”), for the respective years shown. Our CEO, Michael J. Kasbar, was our PEO for each of the covered years shown in the table.
Column (c). CAP for our PEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (c) do not reflect the actual amount of compensation earned by or paid to our PEO during the applicable year. For information regarding decisions made by our Compensation Committee with respect to the PEO’s compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
| PEO (Mr. Kasbar) | 2023($) | 2022($) | 2021($) | 2020($) | |
| Total Compensation as reported in Summary Compensation Table (SCT) | 6,802,243 | 15,272,338 | 5,141,566 | 6,514,957 | |
| Less: Grant date fair value of equity awards granted during current fiscal year, as reported in SCT | (4,500,008) | (11,560,815) | (3,100,053) | (4,532,078) | |
| Plus: Fair value of equity awards granted during current fiscal year—value at end of current fiscal year | 3,067,214 | 11,996,540 | 2,152,321 | 4,541,174 | |
| +/-: Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years | (5,887,591) | (1,187,768) | (1,246,494) | (11,159,476) | |
| Plus: Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year | 0 | 0 | 0 | 0 | |
| +/-: Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year | (646,771) | (323,469) | 1,099,338 | (2,433,571) | |
| Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year | 0 | 0 | 0 | 0 | |
| Compensation Actually Paid ($) | (1,164,913) | 14,196,826 | 4,046,678 | (7,068,994) |
Equity Valuations: For PRSUs, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date.
Column (d). The following non-PEO named executive officers are included in the average figures shown for each of 2022, 2021 and 2020: Ira M. Birns, John P. Rau, Jeffrey P. Smith and Michael J. Crosby. For 2023, only Ira M. Birns and John P. Rau are included.
Column (e). Average CAP for our non-PEO NEOs in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (d), adjusted as set forth in the table below, as determined in accordance with SEC rules. The dollar amounts reflected in column (e) do not reflect the actual amount of compensation earned by or paid to our non-PEO NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee with respect to the non-PEO NEOs’ compensation for each fiscal year, please see the “Compensation Discussion and Analysis” section of this proxy statement and the proxy statements for the 2023, 2022 and 2021 annual meetings of shareholders.
| World Kinect 2024 Proxy Statement | 81 |
Other Compensation Matters
| See Column (d) note above | ||||||
|---|---|---|---|---|---|---|
| Non-PEO NEOs | 2023($) | 2022($) | 2021($) | 2020($) | ||
| Total Compensation as reported in Summary Compensation Table (SCT) | 2,821,871 | 3,722,299 | 1,797,915 | 2,134,192 | ||
| Less: Grant date fair value of equity awards granted during current fiscal year, as reported in SCT | (1,550,020) | (2,466,782) | (685,051) | (1,091,209) | ||
| Plus: Fair value of equity awards granted during current fiscal year—value at end of current fiscal year | 1,056,497 | 2,239,264 | 459,667 | 823,037 | ||
| +/-: Change in fair value from prior fiscal year end to current fiscal year end of outstanding and unvested equity awards granted in prior fiscal years | (1,693,374) | (250,606) | (120,417) | (4,737,137) | ||
| Plus: Fair value at vesting of equity awards granted during current fiscal year that vested during current fiscal year | 0 | 0 | 0 | 0 | ||
| +/-: Change in fair value from prior fiscal year end to vesting date for equity awards granted in prior fiscal years that vested during current fiscal year | (83,034) | (11,460) | 235,362 | (541,334) | ||
| Less: Fair value as of prior fiscal year end of equity awards granted in prior fiscal years that were forfeited during current fiscal year | 0 | (120,100) | 0 | 0 | ||
| Compensation Actually Paid ($) | 551,939 | 3,112,615 | 1,687,476 | (3,412,451) | ||
Equity Valuations: For performance restricted stock unit awards, the grant date fair value of awards used for SCT calculations assumes target performance. To determine the year-end fair values used in the CAP calculations, we have updated the performance expectations to reflect the latest performance estimates for unvested and outstanding awards at each fiscal year-end date.
Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of World Kinect for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively. TSR for the Company and the peer group in column (g) was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on December 31, 2019 and in accordance with Items 201(e) and 402(v) of Regulation S-K. Because fiscal 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.
Column (g). For the relevant fiscal year, represents the cumulative TSR of the S&P 500 Energy Index for the measurement periods ending on December 31 of each of 2023, 2022, 2021 and 2020, respectively.
Column (h). Reflects “Net Income” in our consolidated income statements included in our Annual Reports on Form 10-K for each of the years ended December 31, 2023, 2022, 2021 and 2020.
Column (i). Company-selected Measure is adjusted EBITDA, which is described below.
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