UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Rule 14a-101)

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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WEX Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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LETTER TO OUR STOCKHOLDERS

WEX INC.

1 Hancock Street
Portland, Maine 04101

April 20, 2021

Dear Fellow Stockholders,

You are invited to attend the 2021 annual meeting of stockholders of WEX Inc. (the "Company"). To support the health and well-being of our stockholders, employees and directors in light of the ongoing coronavirus (COVID-19) pandemic, the meeting will be held via the Internet as a virtual audio web conference at the following website (https://web.lumiagm.com/289188153) on Friday, June 4, 2021, at 8:00 a.m., Eastern Time.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of 2021 Annual Meeting of Stockholders and Proxy Statement.

As noted above, as with last year, our annual meeting will be conducted exclusively via the Internet as a virtual web conference. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

It is important that your shares are represented and voted regardless of the size of your holdings. Please cast your vote as soon as possible, whether or not you plan on attending the virtual annual meeting, using any of the methods described in the Notice of 2021 Annual Meeting of Stockholders. If you decide to attend the virtual annual meeting and are a stockholder of record, you will be able to vote electronically at the virtual annual meeting, even if you have submitted your proxy previously.

On behalf of the Board of Directors and the employees of WEX Inc., we would like to express our appreciation for your continued interest in the Company.

	Sincerely,
	Melissa Smith Chair and Chief Executive Officer

2021 Proxy Statement     1

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Date and Time Friday, June 4, 2021 8:00 a.m., Eastern Time	Virtual Audio Web Conference https://web.lumiagm.com/289188153 Password: wex2021	Who Can Vote Stockholders who owned shares of our common stock at the close of business on April 5, 2021 are entitled to vote

Agenda	Board Recommendation	For Further Details
To elect the five nominees as Class I directors, each to serve for three years and until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal	FOR each director nominee	Page 11
To conduct an advisory (non-binding) vote on the compensation of our named executive officers	FOR	Page 41
To approve the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to increase the number of shares issuable thereunder	FOR	Page 83
To approve the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors	FOR	Page 98
To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021	FOR	Page 100

Stockholders will also consider and transact any other business properly coming before the annual meeting.

To support the health and well-being of our stockholders, employees, and directors in light of the ongoing coronavirus (COVID-19) pandemic, our annual meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet as a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the annual meeting in person. This means that stockholders can attend the annual meeting online, vote their shares electronically during the online meeting and submit questions during the online meeting by visiting https://web.lumiagm.com/289188153. The password for the meeting is wex2021. In light of the public health and safety concerns related to COVID-19, we believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world. If you have any questions, please contact D.F. King & Co., Inc., our proxy solicitor assisting us in connection with the annual meeting. Stockholders may call them toll free at (800) 283-9185. Banks and brokers may call them at (212) 269-5550.

As we did last year, instead of mailing a paper copy of our proxy materials to all of our stockholders, this year we are providing access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, on or about April 21, 2021, we will begin mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2020 (the “2020 Annual Report”). As more fully described in the Notice, stockholders who receive a Notice may choose to access our proxy materials on the website referred to in the Notice or may request to receive a printed set of our proxy materials, including this proxy statement, our 2020 Annual Report and a form or proxy card or voting instruction card. The Notice is not a form for voting and presents only an overview of the more complete proxy materials, which contain important information. We have chosen to employ this distribution process to conserve natural resources and to reduce the costs of printing and distributing our proxy materials.

2     WEX Inc.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

Stockholders who owned shares of our common stock at the close of business on April 5, 2021 are entitled to attend the meeting online and vote at the meeting and any adjournment or postponement of the meeting. Stockholders that owned stock in “street name” as of such date must demonstrate proof of beneficial ownership to virtually attend the meeting and must obtain a legal proxy from their bank, broker or other nominee to vote electronically during the meeting. A complete list of registered stockholders will be available to stockholders of record during the annual meeting for examination at https://web.lumiagm.com/289188153. Further information about how to register to attend the annual meeting, attend the annual meeting online, vote your shares electronically during the meeting and submit questions online during the meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Hilary A. Rapkin

Chief Legal Officer

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on June 4, 2021:
The Notice of Annual Meeting, proxy statement and 2020 Annual Report, which includes the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, are available for viewing, printing and downloading, free of charge, at https://ir.wexinc.com/financials/proxy-statement. These documents are also available to any stockholder who wishes to receive a paper copy by calling 888-Proxy-NA (888-776-9962) or 718-921-8562 (for international callers), visiting https://us.astfinancial.com/OnlineProxyVoting/ProxyVoting/RequestMaterials or emailing info@astfinancial.com.

How to Vote: If you are a stockholder of record, to vote prior to the annual meeting you may use the following voting methods:

Internet Go to www.voteproxy.com. You will need the control number included on your Notice or proxy card. Your vote must be received by 11:59 p.m. ET on June 3, 2021 to be counted.	Mail If you requested printed copies of proxy materials be sent to you by mail, either use Internet or Telephone voting, or complete, sign and date your enclosed proxy card and return it by mail in the enclosed prepaid and addressed envelope prior to the meeting.	Telephone Dial 1-800-776-9437 in the United States or 1-718-921-8500 from foreign countries and follow the recorded instructions. You will need the control number on your Notice or proxy card. Your vote must be received by 11:59 p.m. ET on June 3, 2021 to be counted.

If you are a stockholder of record, you may also vote your shares electronically during the virtual annual meeting by visiting https://web.lumiagm.com/289188153. The password for the meeting is wex2021.

If you hold your stock in “street name,” that is, held for your account by a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee in order to vote prior to or during the annual meeting. If you hold your stock in “street name,” you must obtain a legal proxy from your bank, broker or other nominee in order to vote during the annual meeting.

2021 Proxy Statement     3

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of WEX Inc. for use at our annual meeting of stockholders to be held on Friday, June 4, 2021 (the "Annual Meeting") via the Internet as a virtual web conference at https://web.lumiagm.com/289188153. On or about April 21, 2021, we will begin mailing a Notice of Internet Availability of Proxy Materials to our stockholders and making this Proxy Statement, our annual report to stockholders and our proxy card available to stockholders on the website set forth in the Notice of Internet Availability of Proxy Materials.

Company Overview

WEX Inc. (the "Company") is a leading financial technology service provider operating in three reportable segments: Fleet Solutions, Travel and Corporate Solutions, and Health and Employee Benefit Solutions. Our Fleet Solutions segment provides payment, transaction processing, and information management services specifically designed for the needs of commercial and government fleets. Our Travel and Corporate Solutions segment focuses on the complex payment environment of business-to-business payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. Our Health and Employee Benefit Solutions segment provides a software-as-a-service, or “SaaS”, platform for consumer directed healthcare payments. During 2020, Fleet Solutions' revenue represented approximately 59% of our total revenue, Travel and Corporate Solutions' revenue represented approximately 18% of our total revenue, and Health and Employee Benefit Solutions' revenue represented approximately 23% of our total revenue.

2020 Performance Snapshot

A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in January 2020, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. During the first quarter of 2020, the Company took a number of precautionary steps to safeguard its business and employees from the effects of COVID-19 including restricting business travel, temporarily closing offices, canceling participation in various industry events and pivoting to virtual customer and partner events. As a result, the Company’s performance during the year ended December 31, 2020 was shaped largely by the pandemic. We also updated our corporate strategy to take COVID-19 into account as well as to commence planning for the business environment following COVID-19. While we continue to prioritize customers, technology, talent, and execution, we refined our strategy to more specifically focus on how we will meet the needs of an evolving landscape: continue to win and expand using customer relationships; deliver modular solutions on integrated platforms; continuously reinvent through diversification; transform to mitigate risk and maximize scale; and leverage our culture and grow our talent.

Despite the headwinds created by the pandemic in 2020, the Company experienced strong new customer signings in each line of business; experienced strong organic revenue growth in US Health and Corporate Payments; continued its migration to the cloud, where approximately two-thirds of transaction volume is presently conducted; completed another positive enrollment season for our US Health business; consummated the acquisition of eNett and Optal; and grew our employee resource groups to support more than 400 WEX employees.

4     WEX Inc.

PROXY STATEMENT SUMMARY

The rapid spread of the COVID-19 pandemic and the conditions arising in connection with it, including restrictions on businesses and individuals and wider changes to the economy and in business and customer behavior, had an overall negative impact on the Company’s businesses during the year ended December 31, 2020. Another significant factor outside the control of the Company which contributed to the decline in Company revenue and adjusted net income attributable to shareholders, a non-GAAP measure, from 2019 to 2020 was changes in fuel prices. Changes in fuel prices contributed $61 million and $39 million to the decline in revenue and adjusted net income, respectively, from 2019 to 2020. The Company’s 2020 revenue decreased 9.5% from 2019, and adjusted net income attributable to shareholders, a non-GAAP measure, decreased 33.5% from 2019, while our market capitalization remained approximately flat during the year ended December 31, 2020 (i.e., declined less than 1.0%), as shown in the charts below. However, our leadership team guided the Company through the difficulties caused by the pandemic during 2020 and positioned WEX for the future, which remains an ongoing priority for our business.

Revenue $ millions	Adjusted Net-Income$ millions	Market Capitalization $ millions (at 12/31)

Please note that reconciliations of the non-GAAP financial measures discussed in this proxy statement to GAAP financial measures are located in Appendix A.

2021 Proxy Statement     5

PROXY STATEMENT SUMMARY

Proposal 1
Election of Directors The Board recommends a vote FOR each Class I director nominee. See page 11.

Our Board of Directors

The following table provides summary information about each director nominee and continuing director, including projected committee assignments following the Annual Meeting:

	Name and Primary Occupation			Age	Director Since	Projected Committee Membership
						AC	LDCC	CGC	FC	TC
		Susan Sobbott		56	2018	M		PM
		Former President of Global Commercial Services, American Express Company
		Stephen Smith		50	2019		PM		M
		President and Chief Executive Officer, L.L.Bean
		James Groch		59	2020	M			M
		Former Global Group President and Chief Investment Officer, CBRE Group, Inc.
		Regina Sommer		63	2005	C				M
		Former Vice President and Chief Financial Officer, Netegrity, Inc.
		Jack VanWoerkom		67	2005		M	C
		Vice Chairman and Lead Director, Former General Counsel and Chief Compliance Officer, Porchlight Equity
		Derrick Roman		57	NN	PM			PM
		Former Partner, PricewaterhouseCoopers
		Nancy Altobello		63	NN	PM	PM
		Former Partner, Ernst & Young
		Bhavana Bartholf		44	NN	PM				PM
		Global Digital and Sales Program Leader, Microsoft
		Daniel Callahan		64	2019		C			M
		Former Global Head of Operations and Technology, Citigroup
		Shikhar Ghosh		63	2005			M		C
		Professor of Management Practice, Harvard Business School
		James Neary		56	2016		M		C
		Managing Director, Warburg Pincus
		Melissa Smith		52	2014
		Chair and Chief Executive Officer, WEX Inc.

AC – Audit Committee	FC – Financial Committee	M – Member		PM– Prospective Member
LDCC – Leadership Development and Compensation Committee	TC – Technology Committee		– Independent
CGC – Corporate Governance Committee	C – Chair	NN– New Nominee

6     WEX Inc.

PROXY STATEMENT SUMMARY

Projected Board Snapshot

Independence	Tenure	Age	Diversity
Independent	<3 years	<50 years	Female
Not Independent	3-7 years	50-60 years	Ethnically Diverse
	>7 years	61-70 years
		>70 years

Skills and Experiences
	Finance, Accounting, or Reporting Experience			Global or International Business Experience
	Legal or Regulatory Experience			Leadership Experience
	Business Development and M&A Experience			Technology Experience
	Marketing or Public Relations Experience			Industry Experience
	Risk Management

The above Committee Membership projection and Projected Board Snapshot takes into account the retirement of Mr. Bachman from the Board, effective as of the Annual Meeting, and assumes the re-election of the two continuing Class I director nominees, Ms. Sommer and Mr. VanWoerkom, and the election of the three first-time director nominees, Ms. Altobello, Ms. Bartholf, and Mr. Roman (all as discussed further in Governance - Proposal 1 - Election of Directors). It is expected that Ms. Altobello, Ms. Bartholf, and Mr. Roman will join the committees set forth above immediately upon their election to the Board. In addition, the Board has determined to change the composition of the standing committees effective immediately upon the conclusion of the Annual Meeting, as described above and in the section of the Proxy Statement titled "Board Structure - Standing Committees of the Board - Expected Committee Composition After the Annual Meeting." For the current membership of the standing committees, please see "Board Structure - Standing Committees of the Board - Committee Composition Prior to the Annual Meeting."

2021 Proxy Statement     7

PROXY STATEMENT SUMMARY

Proposal 2
Advisory (Non-Binding) Vote on The Compensation of Our Named Executive Officers The Board recommends a vote FOR this proposal. See page 41.

Our Approach to Compensation

Our compensation programs are designed and administered to balance the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing long-term stockholder value. The principal elements of an executive’s total compensation consist of: base salary, annual cash bonus (which we call our short term incentive program, or, STIP) and long-term incentives.

The majority of CEO compensation is variable (“at risk”). For 2020, 90% of target total direct compensation was variable for our CEO in her core compensation program. This directly ties pay to Company performance outcomes, including financial results, strategic initiatives, and stock price performance.

2020 CEO Target Total Compensation Mix	2020 CEO Long-term Incentive Mix

The majority of the compensation for the remaining named executive officers is also variable and tied directly to Company performance outcomes, as described above.

Proposal 3
Approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to Increase the Number of Shares Issuable Thereunder The Board recommends a vote FOR this proposal. See page 83.

We are asking stockholders to approve the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan (the “Amended 2019 Plan”), which is an amendment and restatement of our 2019 Equity and Incentive Plan (the “Original 2019 Plan”). On March 31, 2021, upon the recommendation of the Leadership Development and Compensation Committee, and subject to stockholder approval, our Board of Directors (the "Board") adopted the Amended 2019 Plan as an amendment and restatement of the Original 2019 Plan in order to increase the number of shares issuable thereunder.

We believe that our stock-based compensation programs have been integral to our success in the past and will be important to our ability to succeed in the future. If the Amended 2019 Plan is not approved, our ability to make long-term equity incentive awards will be impaired. Therefore, we consider approval of the Amended 2019 Plan vital to our future success.

8     WEX Inc.

PROXY STATEMENT SUMMARY

Proposal 4
Approval of the Company’s Amended and Restated Certificate of Incorporation to Declassify the Board of Directors The Board recommends a vote FOR this proposal. See page 98.

Under the Company's current Certificate of Incorporation, our Board of Directors is divided into three classes, with members of each class holding office for staggered, three-year terms. Approximately one-third of our directors stand for election at the annual meeting of stockholders each year. We are asking stockholders to adopt and approve an amendment and restatement of our Certificate of Incorporation, which we call the Amended and Restated Certificate of Incorporation, to declassify our Board of Directors. If the proposed Amended and Restated Certificate of Incorporation is adopted and approved by the stockholders and then implemented by the Board, the declassification of the Board would be phased in commencing with the 2022 annual meeting of stockholders and would result in the classified Board of Directors being fully phased out (and all Board members standing for annual elections) commencing with the 2024 annual meeting of stockholders.

Proposal 5
Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm For Fiscal Year 2021 The Board recommends a vote FOR this proposal. See page 100.

The Audit Committee has selected Deloitte & Touche LLP (D&T) as the Company’s independent registered public accountant for the 2021 fiscal year. D&T has served as the Company’s independent registered public accountant since 2003. We are asking our stockholders to ratify this selection.

2021 Proxy Statement     9

TABLE OF CONTENTS

Letter to Our Stockholders	1
		New in this Proxy Statement •Detailed information as to the Leadership Development and Compensation Committee's compensation decisions in light of the uncertainty created by COVID-19, key employee retention concerns, and other issues. •Disclosure regarding Proposal 3 (Amended and Restated 2019 Equity and Incentive Plan) and Proposal 4 (Amended and Restated Certificate of Incorporation to declassify our Board of Directors). •Disclosure regarding three new director nominees for election to the Board of Directors as Class I directors, to serve until 2024: Derrick Roman, Nancy Altobello, and Bhavana Bartholf.
Notice of 2021 Annual Meeting of Stockholders	2
Proxy Statement Summary	4
Governance	11
Proposal 1: Election of Directors	11
The Board of Directors	12
The Board's Role and Responsibilities	24
Board Structure	26
Board Practices, Policies, and Processes	31
Director Compensation	35
Executive Officers	39
Executive Compensation	41
Proposal 2: Advisory (Non-Binding) Vote on the Compensation of Our Named Executive Officers	41	Certain statements in this proxy statement, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives and expected operating results, and the assumptions upon which those statements are based, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may appear throughout this report. When used in this proxy statement, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “future opportunity,” “intend,” “may,” “plan,” “project,” “should,” “strategy,” “target,” “would,” “will likely result,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially, including: the susceptibility of our industry and the markets addressed by our, and our customers’, products and services to economic downturns, including as a result of widespread illness such as COVID-19 pandemic; the scope and severity of the COVID-19 pandemic; and risks and uncertainties identified in Item 1A of our Annual Report for the year ended December 31, 2020, filed on Form 10-K with the Securities and Exchange Commission on March 1, 2021. In addition, descriptions of historic performance and performance targets may not be indicative of future performance in light of these risks and uncertainties. The proxy statement speaks only as to the date it has been made available to stockholders, and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Compensation Discussion & Analysis	42
Compensation Committee Report	68
Executive Compensation Tables	69
Pay Ratio Disclosure	82
Other Matters for Shareholders' Consideration
Proposal 3: Approval of the WEX Inc. Amended and Restated 2019 Equity and Incentive Plan to Increase the Number of Shares Issuable Thereunder	83
Proposal 4: Approval of our Amended and Restated Certificate of Incorporation to Declassify our Board of Directors	98
Audit Matters	100
Proposal 5: Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for Fiscal Year 2021	100
Auditor Selection and Fees	101
Audit Committee Report	102
Information About Stock Ownership	103
Principal Stockholders	103
Securities Authorized for Issuance under Equity Compensation Plans	105
General Information about the Annual Meeting and Voting Your Shares	106
Other Business	114
Appendix A	115
Appendix B	118
Appendix C	133

10     WEX Inc.

GOVERNANCE

Proposal 1

Election of Directors

Our nominees to serve as Class I directors this year are:

•Jack VanWoerkom

•Regina Sommer

•Derrick Roman

•Nancy Altobello

•Bhavana Bartholf

Jack VanWoerkom and Regina Sommer currently serve as Class I directors. Both have served as members of our Board since 2005 and are standing for re-election at the Annual Meeting to serve a three-year term until 2024. John E. Bachman, who is currently a Class I director, will not be standing for re-election at the Annual Meeting and will retire at the end of his term at the Annual Meeting.

As part of the Board's continual effort to maintain a breadth of experience, knowledge, and abilities on the Board and to fill the vacant seat left by Mr. Bachman's retirement from the Board, after considering the recommendation of the Corporate Governance Committee, the Board determined to nominate Mr. VanWoerkom and Ms. Sommer for re-election and to nominate Derrick Roman, Nancy Altobello and Bhavana Bartholf to stand for election as first-time directors. These individuals represent a diverse mix of skills, qualifications, backgrounds, and experience. As a result, eighty percent of Board members standing for re-election or election to the Board at this Annual Meeting are women or from underrepresented ethnic groups. Each of Mr. VanWoerkom, Ms. Sommer, Mr. Roman, Ms. Altobello, and Ms. Bartholf have consented to be named in the proxy statement and to serve if elected.

In order to maintain compliance with the provision of the Company's Amended and Restated By-Laws ("By-Laws") requiring the Company to maintain the director classes as nearly equal in number as possible and to bring the three new nominees to vote before the stockholders this year, the Board expanded the number of seats on the Board from 12 to 14, effective as of the Annual Meeting, and expanded Class I to 5 seats. Therefore, in addition to its nomination of Mr. VanWoerkom and Ms. Sommer to stand for re-election as continuing Class I directors, the Board has nominated Derrick Roman, Nancy Altobello, and Bhavana Bartholf for election as Class I directors for their first term on the Board.

However, it is expected that one of these five directors being nominated, if they are elected, will subsequently resign as a Class I director in the months after the Annual Meeting, contingent upon his or her appointment by the Board as a Class III director immediately upon such resignation. Contemporaneously with this expected resignation and appointment, the Board expects to reduce the number of seats on the Board to 12, with the result being 4 seats in each Class, 4 members in each Class, and no vacancies on the Board.

Currently, at each annual meeting of stockholders, directors are elected for a term of three years to succeed those directors whose terms are expiring. Assuming Proposal 4 is adopted and the amendment contemplated therein is implemented, declassification of the Board of Directors would be phased in commencing with the 2022 annual meeting of stockholders and would result in the classified Board being fully phased-out (and all Board members standing for annual elections) commencing with the 2024 annual meeting of stockholders. See Proposal 4 for more information.

The Board recommends a vote FOR these nominees.

2021 Proxy Statement     11

GOVERNANCE

The Board of Directors

Selection of Directors

The Corporate Governance Committee of the Board of Directors of WEX Inc. is responsible for identifying individuals qualified to become Board members, consistent with criteria approved by the Board, and recommending to the Board the persons to be nominated for election as directors at an annual meeting of stockholders in accordance with the Corporate Governance Guidelines, the policies and principles in the Corporate Governance Committee charter and the applicable criteria adopted by the Board. The Board regularly evaluates the Board and its committees for the proper mix and breadth of skills, experience, and backgrounds to maintain a high-functioning and adept Board. The Corporate Governance Committee seeks individuals with the following types of experience:

	FINANCE, ACCOUNTING, OR REPORTING EXPERIENCE — Individuals with an understanding of finance and financial reporting processes are valued on our Board because of the importance we place on accurate financial reporting and robust financial controls and compliance. We also seek to have a number of directors who qualify as audit committee financial experts.
	LEGAL OR REGULATORY EXPERIENCE — Individuals who have had legal or regulatory experience provide insights into addressing significant legal and public policy issues, particularly in areas related to our Company’s business and operations. Because our Company’s business requires compliance with a variety of regulatory requirements across a number of countries, our Board values directors with relevant legal or regulatory experience.
	BUSINESS DEVELOPMENT AND M&A EXPERIENCE — Individuals with a background in business development and in M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in analyzing the “fit” of a proposed acquisition with a company’s strategy, the valuation of transactions, and assessing management’s plans for integration with existing operations.
	MARKETING OR PUBLIC RELATIONS EXPERIENCE — Individuals who have had relevant experience in marketing, brand management, and public relations, especially on a global basis, provide important insights to our Board.
	RISK MANAGEMENT — Individuals with experience overseeing the management of operational and financial risks, including those presented by new, strategic opportunities, provide valuable stewardship.
	GLOBAL OR INTERNATIONAL BUSINESS EXPERIENCE — Because our Company is a global organization, individuals with broad international exposure provide useful business and cultural perspectives. We seek directors who have had relevant experience with multinational companies or in international markets.
	LEADERSHIP EXPERIENCE — We believe that individuals who have held significant leadership positions over an extended period, especially CEO positions, provide the Company with unique insights. These people generally possess extraordinary leadership qualities, and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth.
	TECHNOLOGY EXPERIENCE — As a technology company and leading innovator, we seek individuals with backgrounds in technology because our success depends on developing, investing in and protecting new technologies and ideas. We also target directors who can help guide the Company in advancing our strategy into new payment industries.
	INDUSTRY EXPERIENCE — We seek individuals with experience in the payments industry generally and fleet, travel and healthcare payments specifically.

12     WEX Inc.

GOVERNANCE

Director Nominations and Recommendations

Class I Directors Nominees (Term Expires in 2024)1

		REGINA O. SOMMER Independent Former Vice President and Chief Financial Officer, Netegrity, Inc. Age: 63 | Director Since: 2005 Board Committees: Audit (Chair), Corporate Governance, Technology
Key Experience:
	Business Development & M&A			Leadership		Finance, Accounting, or Reporting		Risk Management		Technology
Since March 2005, Ms. Sommer has been a financial and business consultant. From January 2002 until March 2005, Ms. Sommer served as Vice President and Chief Financial Officer of Netegrity, Inc., a leading provider of security software solutions, which was acquired by Computer Associates International, Inc. in November 2004. From October 1999 to April 2001, Ms. Sommer was Vice President and Chief Financial Officer of Revenio, Inc., a privately-held customer relationship management software company. Ms. Sommer was Senior Vice President and Chief Financial Officer of Open Market, Inc., an Internet commerce and information publishing software firm, from 1997 to 1999 and Vice President and Chief Financial Officer from 1995 to 1997. From 1989 to 1994, Ms. Sommer was Vice President at The Olsten Corporation and Lifetime Corporation, providers of staffing and healthcare services. From 1980 to 1989, Ms. Sommer served in various positions from staff accountant to senior manager at PricewaterhouseCoopers. Ms. Sommer served on the Board of SoundBite Communications, Inc., a telecommunications service provider, from 2006 until May 2012, where she was the chair of the Audit Committee and a member of the Compensation Committee. In addition, she sat on the Board of Insulet Corporation from January 2008 to August 2017, a publicly held provider of an insulin infusion system for people with insulin dependent diabetes. She also served on Insulet’s Audit Committee and Nominating and Governance Committee. Ms. Sommer also sat on the Board of ING Direct, a banking and financial services company, from January 2008 until February 2012, and served as a member of the Audit, Risk Oversight and Investment and the Governance and Conduct Review Committees. The Board concluded that Ms. Sommer is well suited to serve as a director of the Company because of her past leadership experience as the Chief Financial Officer of two publicly-traded companies. In addition, she brings significant financial expertise across a broad range of industries relevant to the Company’s business, including banking, software development and auditing. She also adds value from her experience in business development.

1John E. Bachman also currently serves as a Class I director. However, Mr. Bachman will retire at the end of his term, which expires at the Annual Meeting.

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GOVERNANCE

		JACK VANWOERKOM Independent Vice Chairman and Lead Director. Former General Counsel and Chief Compliance Officer, Porchlight Equity Age: 67 | Director Since: 2005 Board Committees: Leadership Development and Compensation, Corporate Governance (Chair)
Key Experience:
	Business Development & M&A		Leadership		Legal or Regulatory		Global or International Business		Risk Management
Mr. VanWoerkom has served as Vice Chairman and Lead Director of the Board since September 2019. Mr. VanWoerkom served as the General Counsel and Chief Compliance Officer of Porchlight Equity (formerly Highland Consumer Fund), a private equity firm specializing in lower middle market companies, from January 2017 until his retirement in December 2018. Before serving as General Counsel and Chief Compliance Officer, Mr. VanWoerkom served as an Operating Partner at Porchlight Equity from June 2015 until January 2017. From June 2011 until June 2015, Mr. VanWoerkom was retired. From June 2007 until June 2011, Mr. VanWoerkom was employed by The Home Depot, Inc., a home improvement retailer, as Executive Vice President, General Counsel and Corporate Secretary. Mr. VanWoerkom served as Executive Vice President, General Counsel and Secretary of Staples, Inc., an office supply retailer, from March 2004 to June 2007. From March 1999 to March 2004, Mr. VanWoerkom was Senior Vice President, General Counsel and Secretary of Staples. The Board concluded that, due to his experience as a general counsel and an executive officer of several companies, Mr. VanWoerkom is well suited to serve as a director of the Company. Specifically, his experience with legal, regulatory, corporate governance and corporate transactions, including mergers and acquisitions, provides a valuable point of view on the Board. Mr. VanWoerkom brings an international perspective to the Board owing to his experience with managing global suppliers and international operations.

		DERRICK ROMAN Independent Former Partner, PricewaterhouseCoopers LLP Age: 57 | Director Nominee Projected Board Committees: Audit, Finance
Key Experience:
	Business Development & M&A		Leadership		Finance, Accounting, or Reporting		Risk Management
Mr. Roman is a nominee for election to Class I of the Board at the Annual Meeting, for a term to expire in 2024. From 1997 until his retirement in September 2020, Mr. Roman served as an audit, consulting and senior client relationship partner for the international accounting and consulting firm PricewaterhouseCoopers LLP (“PwC”). As an external audit partner/practitioner, Mr. Roman led independent financial statement audits of publicly traded and privately held enterprises. He has extensive experience in financial accounting, SEC reporting, internal controls, mergers and acquisitions, debt and equity offerings, initial public and secondary offerings, asset-backed financings, and the implementation of accounting and auditing standards. As an advisory partner, Mr. Roman focused on evaluating and improving internal controls, enterprise risk management, internal auditing, and compliance programs for a diverse group of publicly traded companies. Mr. Roman led his PwC teams and clients through digital transformation, automation, and shared delivery center initiatives. He also held several significant governance, line of business, diversity and inclusion and corporate responsibility leadership roles at PwC, including serving on its CEO Nominating Committee and its Foundation board. Mr. Roman is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants, the Institute of Internal Auditors and the National Association of Black Accountants, Inc., where he is a member of its Corporate Advisory Board. Mr. Roman currently serves on the board of directors of CommScope Holding Company, Inc., a global provider of infrastructure solutions for communication and entertainment networks. The Board concluded that Mr. Roman is well suited to serve as a director of the Company because of his extensive background in auditing, as well as his extensive leadership experience in governance, diversity and inclusion, and corporate responsibility.

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		NANCY ALTOBELLO Independent Former Partner, Ernst & Young Age: 63| Director Nominee Projected Board Committees: Audit, Leadership Development and Compensation
Key Experience:
	Global or International Business		Business Development & M&A		Leadership		Finance, Accounting, or Reporting		Risk Management
Ms. Altobello is a nominee for election to Class I of the Board at the Annual Meeting, for a term to expire in 2024. Ms. Altobello was most recently the Global Vice Chair, Talent of Ernst & Young (“EY”), where she was responsible for the firm’s global talent and people strategy from July 2014 to June 2018. Prior to that, she held a number of senior positions at EY, including the Americas Vice Chair, Talent, the Managing Partner, Northeast Region Audit and Advisory Practices, and the Managing Partner, North American Audit Practice. During this time, Ms. Altobello also served as an audit partner for a number of leading global organizations. Ms. Altobello is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants. Ms. Altobello currently serves as a board member of MarketAxess, an international financial technology company; and, Cornerstone on Demand, a global leader in people development solutions. She was previously on the board of CA Technologies before it was acquired by Broadcom in 2018 and the board of MTS Systems before it was acquired by Amphenol in April 2021. The Board concluded that Ms. Altobello is well suited to serve as a director of the Company because of her extensive background in auditing, deep experience serving on other boards, and leadership in overseeing talent and people strategy.

		BHAVANA BARTHOLF Independent Global Digital and Sales Program Leader, Microsoft Age: 44 | Director Nominee Projected Board Committees: Audit, Technology
Key Experience:
	Global or International Business		Business Development & M&A		Leadership		Technology		Marketing or Public Relations
Ms. Bartholf is a nominee for election to Class I of the Board at the Annual Meeting, for a term to expire in 2024. Ms. Bartholf is transitioning roles to become the Global Digital and Sales Program Leader for Microsoft Solutions at Microsoft Corporation, an American multinational, technology company, a position she will hold beginning April 2021. During her career at Microsoft, Ms. Bartholf has held positions of progressively increasing levels of seniority and importance. From April 2019 to April 2021, Ms. Bartholf was the US Chief Transformation Officer, from September 2017 to April 2019, Ms. Bartholf was a Customer Success Leader and from September 2016 to September 2017 she was an Americas Service Leader (Business Productivity and Modern Workplace). From July 2014 to October 2016 she was an Americas Service Leader (Services & Sales), and from September 2000 to July 2014 she served in various other leadership roles with responsibility leading technical teams across Customer Success and Professional Services. She currently serves on the Board of Directors of Gift of Adoption. The Board concluded that Ms. Bartholf is well suited to serve as a director of the Company because of her extensive leadership background, experience in digital transformation, and diversity of thought she’d bring to WEX’s board.

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GOVERNANCE

Class II Directors (Term Expires in 2022)

		DANIEL CALLAHAN Independent Former Global Head of Operations and Technology, Citigroup Age: 64 | Director Since: 2019 Board Committees: Leadership Development and Compensation (Chair), Technology
Key Experience:
	Leadership		Industry		Global or International Business		Technology
Prior to his retirement in December 2018, Mr. Callahan was an officer of Citigroup, an American multinational investment bank and financial services corporation. At Citigroup, Mr. Callahan served from October 2007 to December 2018 as the Global Head of Operations and Technology. From July 2005 to July 2007, Mr. Callahan was Managing Director at Credit Suisse, a financial services company. In addition, Mr. Callahan has served as the Executive Chair of Time, a news publication, since April 2019 and Executive Partner at Bridge Growth Partners, a technology investment firm, since October 2019. Mr. Callahan also currently serves as a director on the Columbia University's Teachers College charity board as well as on the boards of several private companies. The Board concluded that Mr. Callahan is well suited to serve as a director of the Company because of his industry experience as a key executive of Citigroup. Mr. Callahan’s qualifications to serve on the Board include his technology experience in a leadership position of a global financial services corporation.

		SHIKHAR GHOSH Independent Professor of Management Practice, Harvard Business School Age: 63 | Director Since: 2005 Board Committees: Governance, Technology (Chair)
Key Experience:
	Business Development & M&A			Leadership		Technology		Global or International Business
Mr. Ghosh is a Professor of Management Practice at the Harvard Business School. He has been on the faculty since August 2008 and is Co-Chairman of the Rock Center for Entrepreneurship at Harvard University. Mr. Ghosh is also currently on the Board of Evidence Action, a non-profit organization that provides health services to over 200 million children across multiple countries. From June 2006 until December 2007, Mr. Ghosh was the Chief Executive Officer of Risk Syndication for the Kessler Group, where he enabled bank clients and their endorsing partners to market credit cards. From June 1999 to June 2004, Mr. Ghosh was Chairman and Chief Executive Officer of Verilytics Technologies, LLC, an analytical software company focused on the financial services industry. In 1993, Mr. Ghosh founded Open Market, Inc., an Internet commerce and information publishing software firm. From 1988 to 1993, Mr. Ghosh was the Chief Executive Officer of Appex Corp., a technology company that was sold to Electronic Data Systems Corporation in 1990. From 1980 until 1988, Mr. Ghosh served in various positions with The Boston Consulting Group, a management consulting firm, and was elected as a worldwide partner and a director of the firm in 1988. The Board concluded that Mr. Ghosh is well suited to serve as a director of the Company because of his experience with various technology related ventures and record of founding companies that have operated in emerging technology markets. Mr. Ghosh’s qualifications to serve on the Board include his academic experience and executive management, business development and leadership experience, as the Chairman and CEO of various companies.

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		JAMES NEARY Independent Managing Director, Warburg Pincus Age: 56 | Director Since: 2016 Board Committees: Leadership Development and Compensation, Finance (Chair)
Key Experience:
	Technology		Business Development & M&A		Leadership		Industry
Mr. Neary is a managing director of Warburg Pincus, a private equity firm, which he joined in 2000. Mr. Neary is a Managing Director, Co-head of U.S. Private Equity (since December 2020) and a member of the Executive Management Group. From 2013 to December 2020, Mr. Neary was head of the Industrials & Business Services team. From 2010 to June 2013, Mr. Neary led the firm’s late-stage efforts in the technology and business services sectors in the U.S. Prior to that, from 2004 to 2010, he was co-head of the technology, media and telecommunications investment efforts in the U.S. From 2000 to 2004, Mr. Neary led the firm’s Capital Markets activities. Prior to joining Warburg Pincus, he was a managing director at Chase Securities and prior to that, he was at Credit Suisse First Boston. Mr. Neary is a director of Sotera Health, a provider of sterilization solutions and lab testing and advisory services, a director of several private companies and a trustee of the Mount Sinai Health System. Mr. Neary has previously served on the boards of Endurance International Group, a web-presence solutions company; Fidelity National Information Services Inc., a bank technology processing company; Coyote Logistics, a truck brokerage business now owned by UPS; and Interactive Data Corporation, a firm providing financial market data and analytics, and now owned by Intercontinental Exchange. The Board concluded that Mr. Neary is qualified to serve as a director of the Company due to his extensive knowledge of the payments industry, strategy and business development and his wide-ranging experience as a director and as chairman of other large, complex companies and his perspective as the representative of a substantial shareholder.

		MELISSA SMITH Chair and Chief Executive Officer, WEX Inc. Age: 52 | Director Since: 2014
Key Experience:
	Business Development & M&A			Leadership		Finance, Accounting, or Reporting		Industry		Technology
Ms. Smith has served as the Chair of the Board since September 2019. Ms. Smith assumed the role of Chief Executive Officer of WEX and a seat on the Board in January 2014. She has served as the Company’s President since May 2013. Previously, Ms. Smith served as President, The Americas, from April 2011 to April 2013 and as the Company’s Chief Financial Officer and Executive Vice President, Finance and Operations from November 2007 to April 2011. From September 2001 through November 2007, Ms. Smith served as Senior Vice President, Finance and Chief Financial Officer. From May 1997 to August 2001, Ms. Smith held various positions of increasing responsibility with the Company. Ms. Smith began her career at Ernst & Young. Ms. Smith has also served on the Board of Directors of Equifax Inc., a global data, analytics, and technology company, since November 2020. The Board concluded that Ms. Smith is well suited to serve as a director of the Company because of her experience with the Company in various positions with increasing responsibilities across all facets of the Company. The Board benefits from the leadership skills, financial expertise and business development expertise of Ms. Smith. Ms. Smith has over 20 years of experience with the Company.

2021 Proxy Statement     17

GOVERNANCE

Class III Directors (Term Expires in 2023)

		SUSAN SOBBOTT Independent Former President of Global Commercial Services, American Express Company Age: 56 | Director Since: 2018 Board Committees: Audit, Leadership Development and Compensation
Key Experience:
	Leadership		Industry		Business Development & M&A		Global or International Business		Marketing or Public Relations
Prior to her retirement in February 2018, Ms. Sobbott was an officer at the American Express Company, a multinational financial services company. At the American Express Company, Ms. Sobbott served from December 2015 to February 2018 as the President of Global Commercial Services, a multibillion-dollar global division. From January 2014 to November 2015, she was President of Global Corporate Payments. From 2004 to January 2014, she was President and General Manager of American Express OPEN, a multibillion-dollar business unit within American Express Company serving small businesses. Ms. Sobbott served as an officer of the firm, as a member of the Business Operating Committee, a group of senior leaders at American Express Company working with the Chief Executive Officer to develop strategic direction, and as a member of the Enterprise Risk Management Committee. Ms. Sobbott served on the board of directors of The Children’s Place, the largest publicly-traded specialty retailer of children’s apparel in North America from June 2014 through May 2019. She also served on the board of Red Ventures, a privately held digital marketing provider for many of the world’s biggest consumer brands, from 2012 to 2020. She currently serves on the board of Lola.com, a private company provider of corporate travel and expense management software, and Ideas42, a nonprofit behavioral economic consultancy for social issues. The Board concluded that Ms. Sobbott is well suited to serve as a director of the Company because of her industry experience garnered while serving as a key executive at American Express. This includes Ms. Sobbott’s leadership running large international business units at American Express.

		STEPHEN SMITH Independent President and Chief Executive Officer, L.L.Bean Age: 50 | Director Since: 2019 Board Committees: Audit, Finance
Key Experience:
	Leadership		Marketing or Public Relations		Business Development & M&A		Global or International Business
Mr. Smith serves on the board of directors of L.L.Bean, a privately held retail company, and the Appalachian Mountain Club, a not-for-profit environmental conservation and recreation corporation. Since January 2016, Mr. Smith has served as the President and Chief Executive Officer of L.L.Bean. From July 2011 to November 2015, Mr. Smith held various positions at subsidiaries of Walmart, a multinational retail corporation. From April 2015 to November 2015, Mr. Smith oversaw marketing and merchandising for Shanghai-based Yihaodian, a Walmart e-commerce business. From May 2012 to January 2015, Mr. Smith was the Chief Customer Officer of Asda, a Walmart-owned food, fashion and general merchandise business in the United Kingdom. Prior to joining Walmart, from 2003 to 2011 Mr. Smith held various leadership positions at Delhaize Group subsidiaries, a Belgium-based food retailer. The Board concluded that Mr. Smith is well suited to serve as a director of the Company because of his leadership experience garnered while serving as the CEO and President of L.L.Bean, including Mr. Smith’s marketing, business development, and international experience.

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		JAMES GROCH Independent Former Global Group President and Chief Investment Officer, CBRE Group Age: 59 | Director Since: 2020 Board Committees: Audit, Finance
Key Experience:
	Leadership		Risk Management		Finance, Accounting, or Reporting		Business Development & M&A		Technology
From 2009 to June 2020, Mr. Groch served as a C-Suite Executive at CBRE Group, Inc., a Fortune 150 multinational commercial real estate services and investment management firm with over 100,000 employees and $100 billion of assets under investment management. In his roles as the Company’s Global Group President and Chief Investment officer (from May 2019 to June 2020), Chief Financial Officer and Chief Investment Officer (from March 2014 to May 2019), and EVP Strategy and Corporate Finance & Chief Investment Officer (from January 2009 to March 2014), he was responsible for overseeing or directly executing the Company’s extensive balance sheet, M&A (over 90 acquisitions) and strategy activities, as well as investments via its Trammell Crow Company subsidiary. In addition to his Finance and Corporate Development activities, Mr. Groch has been active in technology, leading the development of two significant software platforms still core to CBRE today, and acquiring SaaS companies. Prior to CBRE, from 1991 to 2009, Mr. Groch held numerous senior executive roles at Trammell Crow Company, a NYSE company from 1997 until sold to CBRE in 2006. These roles included President of Funds and Investment Management, Head of Corporate Development, President of Development and Investments - Eastern U.S., and Managing Director of Trammell Crow Northeast. In 1988, Mr. Groch became a partner at Trammell Crow Company, three years after he joined the Company. The Board concluded that Mr. Groch is well suited to serve as a director of the Company because of his leadership experience garnered while serving as an executive officer of CBRE, a publicly-traded real estate services and investment management company, including Mr. Groch's finance, business development, technology, risk management, and leadership experience.

2021 Proxy Statement     19

GOVERNANCE

Board Refreshment/Succession Planning

Number of Directors and Terms

Our Certificate of Incorporation currently provides that our Board shall consist of such number of directors as is fixed by our By-Laws. Our By-Laws provide that our Board shall consist of such number of directors as from time to time is fixed exclusively by resolution of the Board. Currently, the Board has fixed the size of the Board at 12 seats. However, the Board has also resolved that, effective as of the date of the Annual Meeting, the size of the Board will expand by two seats, bringing the total number of seats to 14. If the five individuals nominated for election or re-election as a Class I director, as the case may be, are so elected or re-elected, then there will be 12 directors and 14 seats on the Board. Therefore, in the months following the Annual Meeting, the Board expects to reduce the size of the Board to 12 seats as more fully described in Proposal 1: Election of Directors. Regardless of the size of the Board, the members of the Board currently serve staggered terms as follows:

•each director who is elected at an annual meeting of stockholders serves a three-year term and until such director’s successor is duly elected and qualified, subject to such director’s earlier death, resignation or removal;

•the directors are divided into three classes;

•the classes are as nearly equal in number as possible; and

•the term of each class begins on a staggered schedule.

Following this Annual Meeting, and assuming Proposal 4 as set forth in these proxy materials is adopted and the amendment contemplated therein is implemented, the declassification of the Board would be phased in commencing with the 2022 annual meeting and would result in the classified Board being fully phased out commencing with the 2024 annual meeting of stockholders. See Proposal 4 for more information about the proposed declassification of the Board.

Director Nominations and Recommendations

The Corporate Governance Committee's responsibilities include recommending candidates for nomination to the Board. In identifying potential nominees, the Corporate Governance Committee may: retain a search firm; consider their professional networks; evaluate highly regarded leaders in industry and academia; or, entertain suggestions from stockholders or other business organizations, among other ways suitable for identifying potential nominees. During 2020 and 2021, in connection with a search for potential nominees for election or appointment to our Board, the Company engaged and paid a fee to Russell Reynolds Associates to assist the Board and members of the Corporate Governance Committee in identifying and evaluating suitable candidates for nomination for election or appointment to the Board. In addition, Russell Reynolds Associates conducted preliminary interviews and background searches. As a result, Ms. Altobello, Ms. Bartholf, and Mr. Roman, along with other potential nominees, were each presented to the Corporate Governance Committee for consideration as prospective nominees by Russell Reynolds Associates and then subsequently nominated by the Board for election to the Board at the Annual Meeting. See Proposal 1: Election of Directors.

The Corporate Governance Committee will consider candidates nominated or recommended by stockholders as potential director nominees in the same manner as candidates identified by the Corporate Governance Committee. If the Board determines to nominate a stockholder-recommended candidate and recommends his or her election, then that nominee’s name will be included in the proxy card for the next annual meeting. Our stockholders also have the right under our By-Laws to directly nominate director candidates and should follow the procedures outlined in the “Information About Voting Procedures” section of this proxy statement in the answer to the question entitled “How do I submit a stockholder proposal or director nominee for next year’s annual meeting or suggest a candidate for nomination as a director to the Corporate Governance Committee?”

To be timely, a stockholder’s notice to the WEX Inc. Corporate Secretary of a director nominee for the 2022 annual meeting must be delivered to or mailed and received no earlier than February 4, 2022 nor later than March 6, 2022. However, in the event that the annual meeting is called for a date that is not within 25 days before or after June 4, 2022, notice by the stockholder must be received no earlier than 120 days prior to the annual meeting and no later than the later of the 90th day prior to the annual meeting or the tenth day following the day on which notice of the date of the annual meeting is mailed or publicly disclosed.

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In addition, to be considered timely, notice to the Corporate Secretary of a “proxy access” director nominee for the 2022 annual meeting pursuant to our By-Law provision must be received in writing by the Corporate Secretary no earlier than January 5, 2022 nor later than February 4, 2022. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed (other than as a result of adjournment) by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held in the preceding year, notice must be received no earlier than the 150th day prior to such annual meeting and no later than the close of business on the later of (i) the 120th day prior to such annual meeting and (ii) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever first occurs.

Stockholder nominations, including pursuant to the proxy access provision, must be addressed to:

WEX Inc.
Attention: Corporate Secretary
97 Darling Avenue
South Portland, ME 04106

Under the terms of the purchase agreement with an affiliate of funds managed by Warburg Pincus entered in connection with our private placement of common stock and convertible notes, for so long as the purchaser continues to own at least 50% of the aggregate amount of the shares and the shares of common stock issuable upon conversion of the convertible notes, the purchaser is entitled to nominate an individual to the Board, which nominee is entitled to be a member of the Leadership Development and Compensation Committee and the Finance Committee of the Board. The designee is currently Mr. Neary.

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GOVERNANCE

Director Qualifications

The qualifications for directors are described in our Corporate Governance Guidelines and the guidelines for evaluating director nominees are in the Corporate Governance Committee’s charter, each of which is available on our website. The Corporate Governance Committee believes that a nominee for the position of director must meet the following specific, minimum qualifications:

•Nominees should have a reputation for integrity, honesty and adherence to high ethical standards;

•Nominees should have demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company and should be willing and able to contribute positively to the decision-making process of the Company;

•Nominees should have a commitment to understand the Company and its industry and to regularly attend and participate in meetings of the Board and its committees;

•Nominees should have the interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, which include stockholders, employees, customers, governmental units, creditors and the general public, and to act in the interests of all stockholders; and

•Nominees should not have, nor appear to have, a conflict of interest that would impair the nominee’s ability to represent the interests of all the Company’s stockholders and to fulfill the responsibilities of a director.

Our Corporate Governance Committee does not have a policy with respect to diversity, but believes that our Board, taken as a whole, should embody a diverse set of skills, experiences and backgrounds. Our Board currently is comprised of 10 directors (and will be comprised of 12 directors if all director nominees are elected at the Annual Meeting), and embodies that principle of diversified composition and background. As presently constituted, 40 percent of our Board are women or from underrepresented ethnic groups. Assuming the election of all nominees for election at the Annual Meeting, almost 60 percent of our Board represents women or underrepresented ethnic groups. We believe that the diversity of our proposed Board will be representative of a broad-range of diverse viewpoints, experiences, and expertise. The Corporate Governance Committee intends to continue to be mindful of diversity with respect to gender, race, national origin, and age, in connection with future nominations of directors not presently serving on the Board. In addition, our Corporate Governance Committee’s charter provides that nominees shall not be discriminated against on the basis of race, religion, national origin, sex, sexual orientation, disability or any other basis proscribed by law.

Application of Criteria to Existing Directors

The re-nomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria listed above. The Corporate Governance Committee uses its best judgment and discretion in applying the criteria to the existing directors keeping in mind the interest of the Company.

In addition, the Corporate Governance Committee considers the existing directors’ performance on the Board and any committee, including consideration of the extent to which the directors undertook continuing director education.

The backgrounds and qualifications of the directors considered as a group provide a significant breadth of experience, knowledge and abilities in order to assist the Board in fulfilling its responsibilities. The rationale for the Company’s determination that each director is well suited to serve on the Board is specified with his or her respective biographical entry under the “Nominees for and Members of the Board of Directors” section of this proxy statement.

Board Tenure and Retirement Policy

The Board does not believe it should establish term limits. Term limits could result in the loss of directors who have been able to develop, over a period of time, increasing insight into the Company and its operations and an institutional memory that benefit the entire membership of the Board as well as management. As an alternative to term limits, any director who reaches the age of 72 is subject to mandatory retirement at the end of his or her then-current term and the Corporate Governance Committee reviews each director’s continuation on the Board prior to nomination for re-election. This allows each director

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the opportunity to confirm his or her desire to continue as a member of the Board and allows the Company to replace directors who are no longer interested or effective.

Any director who reaches the age of 72 while serving as a director will retire from the Board effective at the end of his or her then current term.

The Board’s Role and Responsibilities

Overview

Our business is managed under the direction of our Board pursuant to the Delaware General Corporation Law and our By-Laws. The Board has responsibility for establishing broad corporate policies and for our overall company performance. The Board keeps itself informed of company business through regular written reports and analyses and discussions with our CEO and our senior leadership; by reviewing materials provided to the Board; by consulting with outside advisors as appropriate; and by participating in Board and Board Committee meetings. For example, each year, the Board holds a two-day strategy session, which includes presentations from many senior executives across our lines of business. Additionally, at Board meetings, the Board routinely engages with senior management on critical business matters that tie to the Company’s overall strategy. The Board actively oversees our long-term business strategy and is actively engaged in ensuring that our culture reflects a commitment to integrity, compliance, and inclusion. In addition, our Board regularly meets with members of management who represent our next generation of leadership to ensure that our leadership pipeline remains robust, diverse and inclusive, and is linked to our long-term strategy.

Risk Oversight

Our Board recognizes the importance of effective risk oversight in running a successful business and fulfilling its fiduciary responsibilities to the Company and its stockholders. The Board is responsible for promoting an appropriate culture of risk management within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile, and monitoring how the Company addresses specific risks, such as strategic and competitive risks, human capital risks, financial risks, brand and reputation risks, cybersecurity and technology risks, legal and compliance risks, regulatory and operational risks, and risks related to our subsidiary WEX Bank. To that end, while all of our executive officers and other senior leaders are responsible for the day-to-day management of risk, in late 2020 the Company created a Risk and Compliance Organization and appointed its first Chief Risk and Compliance Officer (“CRCO”), who reports to the CEO but has direct access to the Board as needed, to centralize all risk management and compliance functions.

As part of its mandate, the Risk and Compliance Organization identifies and prioritizes specific risks. Regularly, the CRCO will present those risks to the CEO and the full Board along with the steps that management has taken or will be taking to mitigate such risks. Oversight of particular risks are delegated to committees of the Board, as appropriate and as described below, based upon the nature of any particular risk. Throughout the year, the Board and each committee spend a portion of their time reviewing and discussing specific risk topics. In addition, each of the committees may meet in executive session with the CRCO and other members of senior management to discuss our risks and exposures. The Risk and Compliance Organization provides written reports as needed to the Board for their discussion regarding recent business, legal, regulatory, competitive, and other developments impacting the Company.

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GOVERNANCE

AUDIT COMMITTEE	LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE	TECHNOLOGY COMMITTEE	FINANCE COMMITTEE
•Oversees the process by which various enterprise risks are managed and reported to the Board, as well as activities related to financial controls and legal and corporate compliance.	•Oversees risks related to our compensation programs for employees, officers and directors. •Oversees strategies regarding significant human capital implications.	•Assists the Board and Audit Committee in their oversight of the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. •In connection with the oversight of cybersecurity risk, our Technology Committee receives regular reports from our Chief Information Security Officer, who presents a threat matrix and overall analysis of our cyber-health, as well as any recent threat activity.	•Responsibilities include advising the Board and the Company’s management with respect to risks associated with potential corporate transactions, including strategic investments, mergers, acquisitions and divestitures. •Oversees risk related to interest rates, fuel prices, and leverage. •Evaluates and oversees policies governing the Company's capital structure.

Cybersecurity Risk Management

In connection with the oversight of cybersecurity risk, our Technology Committee receives regular reports from our Chief Information Security Officer, who presents a threat matrix and overall analysis of our cyber-health, as well as any recent threat activity. Oversight of particular risks may also be delegated to other committees of the Board, such as the Finance Committee, as appropriate, based upon the nature of any particular risk. 

Succession Planning

The Board, with support from its committees as needed, regularly reviews short and long-term succession plans for the Chief Executive Officer and for other senior management positions. In assessing possible CEO candidates, the independent directors identify the skills, experience and attributes they believe are required to be an effective CEO in light of the Company’s global business strategies, opportunities and challenges. The Board also ensures that directors have substantial opportunities over the course of the year to engage with possible succession candidates.

Environmental, Social and Governance Practices

For 2020, the Company further refined its approach to environmental, social and governance matters (“ESG”). While our approach consists primarily of a continuous process of evaluating and improving our ESG practices, during 2020, we undertook or continued the following ESG practices:

•Strong Commitment to Diversity in our Leadership Ranks: Currently, female representation on the Board is nearly one-third of our Board. Taking into account Mr. Ghosh’s background as a South Asian, and Mss. Smith, Sobbott, and Sommer, our directors offer ethnic and gender diversity that provide varied insights into approaching governance, strategy and focus. Furthermore, assuming the election of all nominees at the Annual Meeting, almost 60 percent of our Board membership will be either women or from underrepresented ethnic groups. We believe that the diversity of our proposed Board will represent a broad-range of diverse viewpoints, experiences, and expertise. With respect to our management leadership, at present, four out of nine members of the executive leadership team are women. We believe this diverse leadership furthers our desire to have a broad range of viewpoints considered in our strategic and operational practices.

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•An Important Part of our Fleet Offering is Focused on Optimizing Fueling Behaviors: Our Fleet business provides the controls, business insights, and data that allow our customers to optimize their fueling behaviors. This access to data enables our customers to manage their fuel consumption in a way that drives their costs and carbon footprint lower.

•Environmental Commitment: In developing new locations and workplaces, we take our impact into account. Our new corporate headquarters was purpose-built to utilize natural light, reduce energy consumption and enhance the quality of the workplace environment, all with an aim of fostering a positive place within which to conduct business.

•Employee Resource Groups: As part of WEX’s commitment to creating a diverse and inclusive workplace, we proudly sponsor employee resource groups (ERGs) that focus on, among other employee groups: early career professionals; parents; the LGBTQIA+ community; women; employees of color, employees with differing abilities; and multicultural employee interests. ERGs are part of our larger commitment to diversity, equity and inclusion and our long-term strategy of committing to maintain an inclusive community. They serve as a key diversity tool in facilitating the recruitment of diverse staff, raising diversity awareness across the company and driving strategic discussions about the advancement of employees and a more inclusive workplace. We continue to sponsor newly formed groups and employees are encouraged to form groups to satisfy their individual needs.

•WEX Cares Foundation: WEX believes that supporting our colleagues is one of the most important things we can do to enhance our communities. With that in mind, during 2018, we formed an employee- and board-funded non-profit foundation whose mission is to directly support our colleagues who are experiencing a qualifying personal hardship. Members of our Board and certain of our executive officers and other employees have since donated to the WEX Cares Foundation to enable the foundation to execute on the mission of supporting colleagues experiencing such hardships. We have also utilized the WEX Cares Foundation to bolster our approach to addressing the impact of COVID-19 on our employee population.

•Stockholder Outreach: In the winter of 2020, we contacted our top-25 stockholders and offered to discuss any concerns they have about our governance and compensation practices. Of the stockholders who requested opportunities to speak, we engaged in two-way discussions about their preferred topics. We have taken that feedback into account as we continue to evolve our approach to ESG matters. Building on that process, we have continued that engagement in 2021.

•Full Board Engagement: In recognizing the importance of Board level insight into our ESG practices, the Corporate Governance Committee has assumed responsibility for Board oversight of our ESG programs.

•ESG Consultant: In the spring of 2020 we engaged Third Economy LLC, a sustainable investment research and advisory firm in partnership with Broadridge Financial Solutions, Inc. to advise the Company on sustainability strategy and execution in accordance with SASB (Sustainability Accounting Standards Board) and other leading frameworks. As part of the Company's engagement with Third Economy LLC, the Company will be posting an ESG Report on its investor relations website in 2021.

Board Structure

Board Leadership

Our Board is led by our Chair, Ms. Smith. As Chair she leads all meetings of the Board at which she is present, sets meeting schedules and agendas, and manages information flow to the Board to ensure appropriate understanding and discussion regarding matters of interest or concern to the Board. The Chair also has such additional powers and performs such additional duties consistent with organizing and leading the actions of the Board as may be prescribed by the Board.

In addition to our Chair, the Board has appointed Mr. VanWoerkom as our Vice Chairman and Lead Director. Mr. VanWoerkom chairs meetings of the independent directors in executive session and chairs any meetings at which the Chair is not present. In addition, he facilitates communications between other members of the Board and the Chair as needed. The Lead Director is authorized to call meetings of the independent directors and is available to consult with any of the Company’s senior executives regarding any concerns an executive may have. Mr. VanWoerkom aids in the preparation of meeting agendas and is authorized to meet with stockholders as a representative of the independent directors. Our Board decided to merge the

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roles of the Chair and Chief Executive Officer because it believes that leadership structure presently offers the following benefits:

•Our Board believes that having one person serve as Chair and Chief Executive Officer allows that individual to use his or her substantial knowledge gained from both roles to lead the Company most effectively, and to provide strong and consistent leadership, without risking overlap or conflict of roles.

•Our Chief Executive Officer is immersed with our business and strategy on a daily basis and is thus positioned to focus the Board’s agenda on the key issues facing the Company.

•Our Board further believes that with the appointment of Mr. VanWoerkom as our Vice Chairman and Lead Director, the Board has in place a leadership structure that provides an independent view of governance and business-related matters for both stockholders and other parties.

While our Board presently believes that the above-described leadership structure is the right approach to our board governance, the Board continuously monitors its composition and the skills of its members in order to maintain a flexible approach to determining leadership roles.

Director Independence

We have considered the independence of each member of the Board. To assist us in our determination, we reviewed the New York Stock Exchange, or NYSE, independence requirements and our general guidelines for independence, which are part of our corporate governance guidelines.

To be considered independent: (1) a director must be independent as determined under Section 303A.02(b) of the NYSE Listed Company Manual and (2) in the Board’s judgment, the director must not have a material relationship with the Company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company).

The Board has established guidelines to assist it in determining whether a director has a material relationship with the Company. Under these guidelines, a director will not be considered to have a material relationship with the Company if (1) he or she is independent as determined under Section 303A.02(b) of the NYSE Listed Company Manual and (2) he or she: (i) serves as an executive officer of another company which is indebted to the Company, or to which the Company is indebted, provided that the total amount of either company’s indebtedness to the other is less than one percent of the total consolidated assets of the company he or she serves as an executive officer; (ii) serves as an officer, director or trustee of a tax exempt organization, that receives contributions from the Company, provided that the Company’s discretionary contributions to such organization are less than the greater of $1 million or 2 percent of that organization’s consolidated gross revenues; or (iii) serves as a director of another company with which the Company engages in a business transaction or transactions, provided that the director owns less than 5 percent of the equity interests of such other company and recuses himself or herself from deliberations of the Board with respect to such transactions. In addition, ownership of a significant amount of the Company’s stock, by itself, does not constitute a material relationship. For relationships not covered by the guidelines set forth above, the determination of whether a material relationship exists shall be made by the other members of the Board of Directors who are independent as defined above.

Based on our guidelines and NYSE corporate governance standards, our Board has determined that the following directors are independent: John E. Bachman, Daniel Callahan, Shikhar Ghosh, James Groch, James Neary, Susan Sobbott, Regina O. Sommer, Stephen Smith, and Jack VanWoerkom. In addition, our Board has determined that Derrick Roman, Nancy Altobello, and Bhavana Bartholf, new director nominees who are not currently serving on our Board, are independent and that each is qualified to serve as a member of our Audit Committee. Additionally, our board of directors also previously determined that Rowland Moriarty, a former director who served during part of the year ended December 31, 2020, was independent. In assessing the independence of Mr. VanWoerkom, the Board considered the former employment relationship of an immediate family member of Mr. VanWoerkom who is not an executive officer of the Company and received annual compensation of less than $120,000. In assessing the independence of Mr. Neary, the Board considered that Mr. Neary is a managing director of Warburg Pincus LLC, and that an affiliate of funds managed by Warburg Pincus LLC is a current holder of the Company's common stock and convertible senior notes. For further information on the convertible senior notes transaction, please see "Board Practices, Policies, and Procedures - Certain Relationships and Related Transactions - Warburg Pincus Private Placement Transaction". Mr. Neary has recused, and will continue to recuse, himself from any Board or relevant committee

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decisions or decision making processes directly involving or affecting the interests of Warburg Pincus LLC in the convertible senior notes and other situations where such a recusal would otherwise be appropriate.

In addition, each of the members of the Corporate Governance Committee, Audit Committee, and Leadership Development and Compensation Committee are independent, as determined by the Board in accordance with its guidelines and the listing standards of the NYSE. We have also determined that the current and expected members of the Audit Committee satisfy the independence requirements contemplated by Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and that the current and expected members of the Leadership Development and Compensation Committee satisfy the independence requirements contemplated by Rule 10C-1 under the Exchange Act. For further information about the expected members of the committees, see “Expected Committee Composition After the Annual Meeting."

Executive Sessions

The independent directors, as defined by the rules of the NYSE, shall meet in executive session at least semi-annually to discuss, among other matters, the performance of the Chief Executive Officer. The independent directors will meet in executive session at other times at the request of any independent director. Absent unusual circumstances, these sessions shall be held in conjunction with regular Board meetings. The director who presides at these meetings shall be the Lead Director if there is one, and if not, shall be chosen by the independent directors, and his or her name shall be disclosed in accordance with NYSE rules.

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Standing Committees of the Board

Committee Composition Prior to the Annual Meeting

Our Board has created the following committees. The composition of each committee is set forth below as of the date of the mailing of these proxy materials. The charters for each of the committees can be obtained at: https://ir.wexinc.com/governance/governance-documents/default.aspx

Audit Committee

Current Members: Regina O. Sommer (Chair)
John E. Bachman
James Groch
Susan Sobbott
Stephen Smith No. of Meetings in 2020: 12 The Audit Committee must be comprised of at least three independent directors appointed by a majority of the Board. The Audit Committee oversees our accounting and financial reporting processes, the audits of our financial statements and internal control over financial reporting and monitors the Company’s enterprise risk management. The Board has determined that all members of the Audit Committee are independent under the applicable rules of the NYSE and the Securities and Exchange Commission, or the SEC. In addition, each member of the Audit Committee is required to have the ability to read and understand fundamental financial statements. Unless determined otherwise by the Board, the Audit Committee shall have at least one member who qualifies as an “audit committee financial expert” as defined by the rules of the SEC. Our Board has determined that Mr. Bachman, Mr. Groch and Ms. Sommer qualify as “audit committee financial experts.”

Leadership Development and Compensation Committee

Current Members: Daniel Callahan (Chair)
James Neary
Susan Sobbott
Jack VanWoerkom No. of Meetings in 2020: 9 The Leadership Development and Compensation Committee, formerly known as the Compensation Committee, must be comprised of at least two independent directors appointed by a majority of the Board. In March 2021, the name of this committee was modified to reflect the broader human capital focus of the committee, as well as to emphasize the degree of importance the Board places on such broader human capital matters as they relate to organizational success. The Leadership Development and Compensation Committee oversees the administration of our equity incentive plans and certain of our benefit plans, reviews and administers all compensation arrangements for executive officers and our Board and establishes and reviews general policies relating to the compensation and benefits of our officers and employees. The Leadership Development and Compensation Committee also provides direction and perspective to management on strategies with significant human capital implications, including review of key diversity initiatives and human capital policies and practices, such as those related to organizational engagement and effectiveness and employee development programs. All members of the Leadership Development and Compensation Committee are independent under the applicable rules of the NYSE and the SEC. However, Mr. Neary does not satisfy the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act. See "Compensation Discussion & Analysis - Process for Determining Executive Compensation - Leadership Development and Compensation Committee".

Corporate Governance Committee

Current Members: Jack VanWoerkom (Chair)
Shikhar Ghosh
Regina O. Sommer No. of Meetings in 2020: 5 The Corporate Governance Committee is comprised of such number of independent directors as our Board shall determine. The Corporate Governance Committee’s responsibilities include identifying and recommending to the Board appropriate director nominee candidates, overseeing succession planning for the CEO and other executive officers and providing oversight with respect to corporate governance matters. All members of the Corporate Governance Committee are independent under the applicable rules of the NYSE.

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Finance Committee

Current Members: James Neary (Chair)
John E. Bachman
James Groch
Stephen Smith No. of Meetings in 2020: 11 The Finance Committee is comprised of such number of directors as our Board shall determine. The Finance Committee’s responsibilities include advising the Board and the Company’s management regarding potential corporate transactions, including strategic investments, mergers, acquisitions and divestitures. The Finance Committee also oversees the Company’s debt or equity financings, credit arrangements, investments, capital structure and capital policies.

Technology Committee

Current Members: Shikhar Ghosh (Chair)
Daniel Callahan
Regina O. Sommer No. of Meetings in 2020: 4 The Technology Committee is comprised of such number of directors as our Board shall determine. The Technology Committee’s responsibilities include overseeing the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. In addition, the Technology Committee focuses on strategy relating to hardware, software, architecture, organizational structure, management, resource allocation, innovation, and research and development.

Expected Committee Composition After the Annual Meeting

With the retirement of Mr. Bachman and the nomination of first-time nominees Nancy Altobello, Bhavana Bartholf, and Derrick Roman, the Board has determined to change the composition of the standing committees effective immediately upon the conclusion of the Annual Meeting. Accordingly, assuming the successful election of Ms. Altobello, Ms. Bartholf, and Mr. Roman, and taking into account the retirement of Mr. Bachman, immediately upon conclusion of the Annual Meeting, it is anticipated that the composition of the Board's committees will be reconstituted as follows:

•Audit Committee: Ms. Sommer (Chair), Ms. Altobello, Ms. Bartholf, Mr. Groch, Mr. Roman, and Ms. Sobbott.

•Leadership Development and Compensation Committee: Mr. Callahan (Chair), Ms. Altobello, Mr. Neary, Mr. S. Smith, and Mr. VanWoerkom.

•Corporate Governance Committee: Mr. VanWoerkom (Chair), Mr. Ghosh, and Ms. Sobbott.

•Finance Committee: Mr. Neary (Chair), Mr. Groch, Mr. Roman, and Mr. S. Smith.

•Technology Committee: Mr. Ghosh (Chair), Ms. Bartholf, Mr. Callahan, and Ms. Sommer.

Compensation Committee Interlocks and Insider Participation

The directors who served as members of our Leadership Development and Compensation Committee, formerly known as the Compensation Committee, at any point during 2020 were Daniel Callahan, Shikhar Ghosh, James Neary, Susan Sobbott, and Jack VanWoerkom. No member of our Leadership Development and Compensation Committee serving during the last completed fiscal year is or was one of our or our subsidiaries’ former officers or employees. During 2020, there were no Compensation Committee interlocks as required to be disclosed under SEC rules.

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Board Practices, Policies, and Processes

Commitment to Good Governance Practices

WEX continually evaluates its governance practices and tailors its approach to the Company's individual circumstances. Below are the practices we observe to maintain our progressing approach to corporate governance:

ü Recommending to the stockholders that the Board be declassified, with phase-in of one year terms commencing with the 2022 annual meeting

üDelegated ESG oversight responsibility to the Corporate Governance Committee in 2020

ü Offered listening sessions with investors over the past three years

ü Following the outbreak of the COVID-19 global pandemic, our Board commenced meetings on a near-weekly basis to provide oversight and leadership and provide a sounding board to our management

ü Uses majority voting standard for uncontested director elections

ü Strong, independent lead director

ü Engages in 360' evaluation process of the Board, committees and individual directors

ü Addition of proxy access bylaw provisions

Board and Committee Meetings

The Board held 26 meetings in 2020. Each of our directors attended at least 75 percent of the aggregate number of meetings of the Board and meetings of the Board committees held during the period for which he or she was a director or served on such committees in 2020. Our independent directors meet in executive session at least semi-annually during regularly scheduled in-person Board meetings. As provided in our Corporate Governance Guidelines, we expect directors to attend the annual meeting of stockholders. In 2020, all of our directors attended the 2020 annual meeting of stockholders. The Board met 17 times between March 13, 2020 and June 28, 2020 while the Company considered and implemented its response to the COVID-19 pandemic and the Optal and eNett litigation in the United Kingdom.

Board Performance Evaluations

The Corporate Governance Committee oversees an annual self-evaluation of the Board to determine whether the Board, the Board's committees and the individual directors are functioning effectively. The Corporate Governance Committee shall determine the nature of the evaluation and oversee the conduct of the evaluation and conduct an assessment of the Board’s performance, to be discussed with the Board. The purpose of this process is to improve the effectiveness of the Board, its committees and the individual directors. This evaluation process is led by a director and is executed through interviews with each director on the Board. In conducting the self-evaluation process, the Board annually identifies areas for additional focus and seeks to learn what the Board, committees and individual directors can do to improve strategic and operational execution. The responsibility for conducting these interviews is rotated amongst directors so as to increase transparency and provide a varying perspective from year-to-year.

Director Orientation and Continuing Education

The Board and the Company’s management conduct an orientation program for new directors. The orientation program is designed to familiarize new directors with the Company’s strategic plans, its significant financial, accounting and risk management matters, its compliance programs, its code of business conduct and ethics, its principal officers, its internal and independent auditors, and its Chief Legal Officer and outside legal advisors. In addition, the orientation program includes a review of the Company’s expectations of its directors in terms of time and effort and a review of the directors’ fiduciary duties. All other directors are also invited to attend the orientation program and are encouraged to actively engage with the

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Company's management for a personally tailored process that emphasizes those areas that will address each director's particular knowledge of the industries in which we operate.

Each director is expected, at his or her discretion, to be involved in continuing director education on an ongoing basis to enable him or her to perform his or her duties and to recognize and deal appropriately with issues that arise. The Company shall pay all reasonable expenses related to continuing director education.

Governance Disclosures on Our Website

Complete copies of our corporate governance guidelines, committee charters and code of conduct and ethics are available on the Corporate Governance section of our website, at www.wexinc.com. In accordance with NYSE rules, we may also make disclosure of the following on our website:

•the identity of the Lead Director at meetings of independent directors;

•the method for interested parties to communicate directly with the Lead Director or with the non-management directors as a group;

•the identity of any member of our Audit Committee who also serves on the audit committees of more than three public companies and a determination by our Board that such simultaneous service will not impair the ability of such member to effectively serve on our Audit Committee; and

•contributions by us to a tax-exempt organization in which any independent director serves as an executive officer if, within the preceding three years, contributions in any single fiscal year exceeded the greater of $1 million or 2% of such tax exempt organization’s consolidated gross revenues.

The information contained on our website, or any information that may be accessed by links on our website, is not incorporated by reference into this Proxy Statement.

Certain Relationships and Related Transactions

Our Board has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which WEX is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5 percent stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our Chief Legal Officer. The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our Board’s Corporate Governance Committee. Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction. If advance review and approval is not practicable, the Committee will review, and, in its discretion, may ratify the related person transaction. The policy also permits the chair of the Corporate Governance Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between meetings, subject to ratification by the Corporate Governance Committee at its next meeting. Any related person transactions that are ongoing in nature are reviewed annually. The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by the Compensation Committee in the manner specified in its charter.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Corporate Governance Committee after full disclosure of the related person’s interest in the transaction. The Corporate Governance Committee will review and consider such information regarding the related person transaction as it deems appropriate under the circumstances.

The Corporate Governance Committee may approve or ratify the transaction only if the Committee determines that, under all of the circumstances, the transaction is not inconsistent with the Company’s best interests. The Committee may impose any conditions on the related person transaction that it deems appropriate.

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In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, the Board has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are not related person transactions for purposes of this policy:

•interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10 percent equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, (c) the amount involved in the transaction equals less than the greater of $750,000 or 1 percent of the annual consolidated gross revenues of the other entity that is a party to the transaction, and (d) the amount involved in the transaction equals less than 2 percent of the Company’s annual consolidated gross revenues; and

•a transaction that is specifically contemplated by provisions of the Company’s charter or By-Laws.

Other than as set forth below, there were no relationships or related person transactions since January 2020 which required review under the policy.

Warburg Pincus Private Placement Transaction

In July 2020, the Company completed a private placement transaction with an affiliate of funds managed by Warburg Pincus. James Neary, who serves as a member of the Board, is a managing director at Warburg Pincus. The private placement was intended to strengthen WEX’s financial profile and will enable the Company to remain focused on its strategic initiatives as it navigates the global COVID-19 pandemic. The private placement transaction was approved pursuant to the Company’s related person transactions policy by the Corporate Governance Committee of the Board, after it had reviewed and considered all relevant facts and circumstances, including, but not limited to, whether the transaction was entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party and the indirect interest of Mr. Neary in the transaction, which was estimated to have a value of approximately $414,000. Following approval by the Corporate Governance Committee of the Board, the private placement transaction was approved by the disinterested members of the Board.

Purchase Agreement

On June 29, 2020, the Company entered into a purchase agreement with an affiliate of Warburg Pincus providing for the issuance and sale of (i) $310,000,000 aggregate original principal amount of 6.50% Convertible Senior Notes due 2027 and (ii) 577,254 shares of the Company’s common stock. The aggregate purchase price for the convertible notes and shares was $389,150,000, of which $299,150,000 constituted the purchase price for the convertible notes and $90,000,000 constituted the purchase price for the shares. The closing of the sale occurred on July 1, 2020.

The purchase agreement contains certain customary representations, warranties and covenants with respect to each of the Company and purchaser, including preemptive rights allowing the purchaser to maintain its proportionate equity interest on an as-converted basis, subject to certain exceptions. The purchase agreement further provides that the purchaser is restricted from transferring the convertible notes or shares until July 1, 2021, subject to certain exceptions, including transfers pursuant to pledge arrangements that may be entered into by the purchaser in connection with certain financing arrangements. After such time, transfers generally will not be restricted, subject to certain limitations on transfers to certain categories of transferees. The purchase agreement also provides for restrictions on certain hedging activities by the purchaser.

Additionally, pursuant to the terms of the purchase agreement, for so long as the purchaser continues to own at least 50% of the aggregate amount of the shares and the shares of common stock issuable upon conversion of the convertible notes, the purchaser is entitled to nominate an individual to the Board, which nominee is entitled to be a member of the Leadership Development and Compensation Committee and the Finance Committee of the Board. The designee is currently Mr. Neary. The purchaser is also subject to customary standstill restrictions until 90 days after the first day on which the purchaser no longer has a designee on the Board and no longer has a right to such a designee.

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Indenture

The convertible notes were issued pursuant to an indenture, dated as of July 1, 2020, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee. The convertible notes bear interest at a rate of 6.50% per annum and will mature on July 15, 2027, unless earlier redeemed, repurchased or converted. Interest on the convertible notes is calculated at a fixed rate of 6.5% per annum, payable semi-annually in arrears on January 15 and July 15 of each year. At the Company’s option, interest is payable in cash, through accretion to the principal amount of the convertible notes, or a combination of cash and accretion. The Company did not make any payments of principal or interest on the convertible notes in 2020. As of March 31, 2021, the Company made interest payments on the convertible notes, in cash, in the amount of $10,858,611 during 2021. The principal amount outstanding under the convertible notes was $310 million as of December 31, 2020 and March 31, 2021. The Company has made no payments of principal on the convertible notes in 2021 as of March 31, 2021.

The convertible notes may be converted at the option of the holders at any time prior to maturity, or earlier redemption or repurchase of the convertible notes, based upon an initial conversion price of $200 per share of common stock. The Company may settle conversions of convertible notes, at its election, in cash, shares of the Company’s common stock, or a combination thereof. The initial conversion price is subject to adjustments customary for convertible debt securities and a weighted average adjustment in the event of issuances of equity and equity linked securities by the Company at prices below the then applicable conversion price for the convertible notes or the then market price of the Company’s common stock, subject to certain exceptions.

Registration Rights Agreement

In connection with the private placement transaction, the Company entered into a registration rights agreement with the purchaser. Pursuant to the registration rights agreement, and subject to the terms and conditions thereof, the Company is required upon a demand by the purchaser, or certain permitted transferees of securities issued in connection with the private placement, to file and cause to be declared effective a shelf registration statement registering the public resale of the convertible notes, the shares and the shares of common stock issuable upon conversion of the convertible notes. In addition, the registration rights agreement provides holders of the convertible notes with customary demand underwriting and piggyback registration rights.

Communications with the Board of Directors

The Board believes that the Chief Executive Officer and Chair of the Board and his or her designees, as well as the Vice Chairman and Lead Director, speak for the Company. Individual Board members may, from time to time, meet or otherwise communicate with various constituencies who are involved with the Company. It is, however, expected that Board members would do so with the knowledge of and, absent unusual circumstances or as contemplated by the committee charters, only at the request of the Company’s senior executives or the Board.

The Board will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by the committee charters, the Vice Chairman and Lead Director shall, subject to advice and assistance from the Chief Legal Officer, (1) be primarily responsible for monitoring communications from stockholders and other interested parties, and (2) provide copies or summaries of such communications to the other directors as he considers appropriate.

If you wish to communicate with the Board or the independent members of the Board, you may send your communication in writing to:

Independent Director Communication

WEX Inc.

Attention: Corporate Secretary

97 Darling Avenue

South Portland, ME 04106

You should include your name and address in the written communication and indicate whether you are a stockholder.

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Director Compensation

The Company’s Non-Employee Directors Compensation Plan is designed to achieve the following objectives:

•Attract and engage a diverse group of qualified directors;

•Compensate our directors for the investment of time they make to support the Company;

•Align director compensation with stockholder interests; and

•Have a compensation structure that is simple, transparent and easy for stockholders to understand.

Our Corporate Governance Guidelines note that the Company’s policy is to compensate directors competitively relative to comparable companies, and that the Leadership Development and Compensation Committee will periodically review the compensation of the Company’s directors. In line with this, the Leadership Development and Compensation Committee generally reviews our director compensation program against peer group market data every two years, with reference to the same peer companies used to benchmark executive compensation, as well as survey information analyzing director compensation across industries at U.S. public companies. The assessment of director compensation is conducted by the Leadership Development and Compensation Committee with the assistance of Compensation Advisory Partners (CAP), the Leadership Development and Compensation Committee’s independent compensation consultant.

The Leadership Development and Compensation Committee last reviewed the compensation of the Company’s non-employee directors in 2019, and made changes to the director compensation program, effective October 1, 2019, in order to maintain the competitiveness of our non-employee director compensation program with median payments at peer group companies.

Annual Cash Retainers

The Company pays each non-employee director the following annual cash retainer(s) based upon his or her service on the Board and/or a Board committee. Such payments are made in four equal quarterly amounts.

	Annual Fee Schedule
Annual Lead Director Cash Retainer	$	115,000
Annual Non-Employee Director Cash Retainer (other than the Lead Director)	$	85,000
Audit Committee Chair Cash Retainer	$	30,000
Leadership Development and Compensation Committee Chair Cash Retainer	$	20,000
Finance Committee Chair Cash Retainer	$	20,000
Corporate Governance Committee Chair Cash Retainer	$	15,000
Technology Committee Chair Cash Retainer	$	20,000

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To the extent a non-employee director is appointed at a time other than the annual stockholders’ meeting, any annual cash retainer is prorated. Employees who serve as directors are not separately compensated for their service on our Board.

During the year ended December 31, 2020, the spread of COVID-19, and conditions arising in connection with it, including restrictions on businesses and individuals and wider changes in business and customer behavior, had a negative impact on the Company’s businesses. During the height of pandemic-related uncertainty, to support cash conservation and further signal alignment of our board members with broader employee actions, we reduced the cash compensation of our non-employee directors by 10%, for the period beginning on April 20, 2020 and ending on July 31, 2020. Our board and management team successfully protected shareholder value during 2020, and continued to position WEX for future growth, which remains an ongoing priority.

Annual Equity Retainers

Effective immediately upon the conclusion of the annual stockholders' meeting in 2020, all non-employee directors were granted a number of restricted stock units, or RSUs, worth the equivalent of approximately $155,000 based on the closing price of our common stock as reported by the NYSE on the day that the award was granted. These RSUs vest on the first anniversary of the date of grant. Effective immediately upon the conclusion of the Annual Meeting, all non-employee directors including, if elected for the first time, Ms. Altobello, Ms. Bartholf, and Mr. Roman, will be granted a number of RSUs having a value equal to approximately $155,000 based on the closing price of our common stock on that date.

Our directors are subject to anti-hedging and anti-pledging requirements. We maintain a policy that prohibits directors from purchasing any financial instrument, or entering into any transaction, that is designed to hedge or offset a decrease in the market value of the Company stock (including, but not limited to, prepaid variable forward contracts, equity swaps, collars or exchange funds) or from pledging, hypothecating, or otherwise encumbering shares of the Company stock as collateral for indebtedness.

New Director Equity Grants

New non-employee directors are granted a number of RSUs worth the equivalent of approximately $100,000 based on the closing price of our common stock as reported by the NYSE on the day that the award is granted. Such RSUs are granted either (i) at the next annual stockholders’ meeting after a new non-employee director's appointment by the Board or (ii) upon initial election to the Board by our stockholders, whichever comes first, and vest on the first anniversary of the date of grant. If elected at the Annual Meeting, Ms. Altobello, Ms. Bartholf and Mr. Roman will be granted such new non-employee director RSUs on the day of the Annual Meeting.

The Board believes that new director equity grants further support alignment of the interests of our new directors with our stockholders.

2021 Proxy Statement     35

GOVERNANCE

2020 Director Compensation

Our non-employee directors received the following aggregate amounts of compensation in the year ended December 31, 2020:

Name	Fees Earned or Paid in Cash		Stock Awards(1)		Total
John E. Bachman	$	82,623	$	155,116	$	237,739
Daniel Callahan	$	97,623	$	155,116	$	252,739
Michael E. Dubyak(2)	$	34,449	$	—	$	34,449
Shikhar Ghosh	$	102,623	$	155,116	$	257,739
Rowland T. Moriarty(2)	$	38,199	$	—	$	38,199
James Neary	$	102,623	$	155,116	$	257,739
James Groch(3)	$	54,549	$	255,123	$	309,672
Stephen Smith	$	82,623	$	255,123	$	337,746
Susan Sobbott	$	82,623	$	155,116	$	237,739
Regina O. Sommer	$	112,623	$	155,116	$	267,739
Jack VanWoerkom	$	128,034	$	155,116	$	283,150

(1)This column is the aggregate fair value of stock awards granted on May 14, 2020. The fair value of these awards is determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 based on the closing price of our common stock as reported by the NYSE on the day that the award was granted. The aggregate number of unvested RSUs outstanding for each non-employee director as of December 31, 2020 is as follows: Mr. Bachman — 1,261; Mr. Callahan — 1,261; Mr. Ghosh — 1,261; Mr. Neary — 1,261; Mr. Groch — 2,074; Mr. Smith — 2,074; Ms. Sobbott — 1,261; Ms. Sommer — 1,261; and Mr. VanWoerkom — 1,261. These RSUs vest on the first anniversary of the 2020 annual meeting of stockholders. Mr. Dubyak and Mr. Moriarty did not stand for re-election at the 2020 annual meeting of stockholders and as such did not have any stock awards outstanding as of December 31, 2020.

(2)The terms of Dr. Moriarty and Mr. Dubyak ended May 2020.

(3)Mr. Groch's term began in May 2020 upon election at the 2020 annual meeting of stockholders.

Fee Deferral

Directors may defer all or part of their cash fees and equity retainers into deferred stock units, which will be payable in Company shares to the director 200 days following cessation of Board service.

36     WEX Inc.

GOVERNANCE

Expense Reimbursement

Directors are reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings.

Non-Employee Director Equity Ownership Guidelines

The Leadership Development and Compensation Committee maintains equity ownership guidelines for all non-employee directors. “Equity” for the purpose of these guidelines is defined to include shares of the Company’s common stock, vested restricted stock units, 50% of the value of unvested restricted stock units, and deferred stock units. The equity ownership guidelines for all non-employee directors were revised effective October 1, 2019, considering competitive market practices and to further support alignment of director interests with those of our stockholders. Under the guidelines of the equity ownership program, all non-employee directors are expected to own equity equal in value to at least five times the annual non-employee director cash retainer. Each non-employee director, while serving as a director of WEX, is expected to attain the new, increased prescribed ownership threshold by the later of five years from their initial appointment or election to the Board, whichever comes first, or five years following October 1, 2019, the date at which the increased equity ownership guideline became effective.

The directors’ compliance with these guidelines was assessed during 2020 by the Leadership Development and Compensation Committee, as of July 31, which is the “Determination Date” for purposes of these guidelines. As of July 31, 2020, all of our non-employee directors then serving were in compliance with the equity ownership guidelines for non-employee directors.

2021 Proxy Statement     37

GOVERNANCE

EXECUTIVE OFFICERS

The following are the Non-Director Members of the Executive Team (the "Executive Officers"):

DAVID COOPER 54, Chief Technology Officer

David Cooper joined WEX in December 2016 as our Senior Vice President and Chief Technology Officer. Prior to joining WEX, he held several senior technology positions, including head of global operations at GlobeOne, a financial services company, from June 2016 to December 2016, CTO at Advisor Software, an advisory and wealth management software company from November 2015 to June 2016, SVP of technology at Green Dot, a retail banking company, from March 2014 to November 2015, CTO and SVP of product development at both Fiserv, an information technology and services company, from September 2011 to February 2014 and CashEdge, a leading provider of Intelligent Money Movement from June 2005 to September 2011.

JOEL (JAY) A. DEARBORN 42, President, Corporate Payments

Joel Dearborn joined WEX in January 2016 as Vice President, Strategy. Mr. Dearborn served as Vice President, Strategy from January 2016 until December 2017. Since December 2017, Mr. Dearborn has served as WEX’s President for Corporate Payments, and is responsible for WEX’s virtual card and other payments solutions. Prior to joining WEX, he was a principal at McKinsey & Company, a management consulting firm, from January 2008 to January 2016, where he helped private and public organizations set their strategic direction, including technology deployment and process redesign to support long-term growth.

ROBERT DESHAIES 55, President, Health

Robert Deshaies has served as our President, Health since September 2019. He is responsible for growth acceleration, increasing WEX’s Health division’s presence in the market and overseeing sales, marketing, business development, operations and product marketing. Prior to serving as our President, Health he served as a Senior Vice President, Health beginning July 2014, when WEX acquired Evolution1. Before joining Evolution1 in 2012, Robert served as global executive vice president and general manager at Sage, where he led multi-hundred million-dollar business units.

ANN DREW 50, Chief Risk and Compliance Officer

Ann Drew has served as the Chief Risk and Compliance Officer since December 2020. Prior to that she served as the Senior Vice President, Chief Ethics and Compliance Officer from August 2020 to December 2020, the Chief Ethics and Compliance Officer from December 2019 to August 2020, the Vice President, Compliance and Enterprise Risk Management, from December 2016 to December 2019, and the Director, Corporate Compliance and Enterprise Risk Management from December 2014 to December 2016. Prior to joining WEX, Ms. Drew served as the Associate General Counsel and Chief Compliance Officer of SIG Sauer, Inc., a designer and manufacturer of firearms, from 2013 to 2014, and from 2006 to 2013 she served in various legal leadership roles at IDEXX Laboratories, Inc., a global leader in veterinary diagnostics, software, and water microbiology testing.

SCOTT PHILLIPS 51, President, Global Fleet

Scott Phillips has served as the President, Global Fleet, since December 2017. He joined the Company as Senior Vice President and General Manager, Electronic Funds Source (“EFS”) on July 1, 2016, when the Company acquired EFS to expand its large and mid-sized over-the-road (“OTR”) and corporate payments business. Mr. Phillips had been the President and CEO of EFS from September 2011 to June 2016, responsible for OTR fleet activities along with the EFS Corporate Payments business. Prior to joining EFS, he was Executive Vice President and General Manager of the Corporate Payments Divisions at Comdata Corporation, a payment processor and issuer of fleet fuel cards.

38     WEX Inc.

HILARY A. RAPKIN 54, Chief Legal Officer

Hilary Rapkin has served as our Chief Legal Officer and Corporate Secretary since December 2017. Prior to that she served as the Senior Vice President, General Counsel and Corporate Secretary from February 2005 to November 2017. She also served as the Head of Human Resources from February 2013 until February 2018. From January 1996 to February 2005, Ms. Rapkin held various positions of increasing responsibilities with the Company. Ms. Rapkin is a member of the American Bar Association, the Maine State Bar Association, the Association of Corporate Counsel, the Society of Corporate Secretaries and Governance Professionals and the New England Legal Foundation.

ROBERTO SIMON 46, Chief Financial Officer

Roberto Simon joined WEX as the Chief Financial Officer in February 2016. Previously, Mr. Simon served as the Executive Vice President and Chief Financial Officer of Revlon, Inc., a global cosmetics, personal and beauty care products company, from October 2014 until February 2016. Prior to that, he was Revlon's Senior Vice President, Global Finance from October 2013 to September 2014 and served as Revlon’s Global Business Process Owner, SAP, from February 2014 until September 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s Chief Financial Officer from October 2011 to October 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America and Africa from January 2008 until September 2011. Since November 2020, Mr. Simon has served on the board of directors of Conversion Labs, Inc. , a telemedicine company with a portfolio of online direct-to-consumer brands.

MELANIE J. TINTO 49, Chief Human Resources Officer

Melanie Tinto joined WEX as the Chief Human Resources Officer in February 2018. Previously, Ms. Tinto served as the Vice President, Talent Management and Chief Learning Officer at Medtronic, a global leader in medical technology, services and solutions, from April 2015 to February 2018. Prior to joining Medtronic, Ms. Tinto served as the Vice President, Executive Development and Organizational Development of Hewlett Packard, an information technology company, from April 2013 to March 2015.

2021 Proxy Statement     39

EXECUTIVE OFFICERS

EXECUTIVE COMPENSATION

Proposal 2
Advisory (Non-Binding) Vote on the Compensation of Our Named Executive Officers

We are providing you with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of the executive officers named in the Summary Compensation Table under “Executive Compensation,” whom we refer to as our “named executive officers” or “NEOs,” as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, which is commonly referred to as “say-on-pay,” is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, which added Section 14A to the Securities Exchange Act of 1934, or Exchange Act.

Our executive compensation programs are designed to attract, motivate, and retain individuals who are critical to our success.

WEX’s “pay-for-performance” philosophy regarding executive compensation is straightforward: reward our executives for their contributions to the Company’s annual and long-term performance by tying a significant portion of their total compensation to key business drivers and stockholder value. Reflecting our pay-for-performance philosophy, a significant portion of executive compensation is subject to increase when results exceed target, reduction when results fall below target, and elimination if results do not achieve a threshold level of performance. Stockholders are urged to read the “Executive Compensation” section of this proxy statement, including the section entitled “Compensation Discussion & Analysis,” which describes our executive compensation philosophy and programs in greater detail, as well as compensation decisions made by the Leadership Development and Compensation Committee with respect to the fiscal year ended December 31, 2020.

Our Board is asking stockholders to approve, on a non-binding advisory basis, the following resolution:

RESOLVED, that the compensation paid to WEX Inc.’s named executive officers, as disclosed in accordance with the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion & Analysis, the compensation tables and any related material disclosed in this proxy statement, is hereby approved.

As an advisory vote, this proposal is not binding. The outcome of this advisory vote will not overrule any decision by the Company or the Board (or any committee of the Board), or create or imply any change or addition to the fiduciary duties of the Company or the Board (or any committee of the Board). However, our Leadership Development and Compensation Committee and Board value the opinions expressed by our stockholders in their vote on this proposal, and will consider the outcome of the vote when making future compensation decisions for named executive officers.

The Board has decided that the Company will hold an annual advisory vote on the compensation of our named executive officers. After this Annual Meeting, the next advisory vote on the compensation of our named executive officers will be at our 2022 annual meeting.

The Board recommends a vote FOR approval of the compensation of our named executive officers.

40     WEX Inc.

Compensation Discussion & Analysis

This Compensation Discussion and Analysis, or CD&A, describes our compensation objectives and programs for our “named executive officers” or “NEOs.” This CD&A also describes the specific decisions, and the processes supporting those decisions, which were made with respect to 2020 for the NEOs.

For 2020, our NEOs were:

Melissa Smith Chair and Chief Executive Officer (“CEO”)	Roberto Simon Chief Financial Officer (“CFO”)	Scott Phillips President, Global Fleet	Robert Deshaies President, Health	Joel Dearborn President, Corporate Payments

To assist in finding important information, we call your attention to the following sections of our CD&A:

Executive Summary	Page 42
Process for Determining Executive Compensation	Page 50
Other Compensation Program and Governance Features	Page 64

Executive Summary

Summary of WEX’s Business

WEX Inc. is a leading financial technology service provider operating in three reportable segments: Fleet Solutions, Travel and Corporate Solutions, and Health and Employee Benefit Solutions. Our Fleet Solutions segment provides payment, transaction processing and information management services specifically designed for the needs of commercial and government fleets. Our Travel and Corporate Solutions segment focuses on the complex payment environment of business-to-business payments, providing customers with payment processing solutions for their corporate payment and transaction monitoring needs. Our Health and Employee Benefit Solutions segment provides a software-as-a-service, or “SaaS”, platform for consumer directed healthcare payments. During 2020, Fleet Solutions' revenue represented approximately 59% of our total revenue, Travel and Corporate Solutions' revenue represented approximately 18% of our total revenue, and Health and Employee Benefit Solutions' revenue represented approximately 23% of our total revenue. We aspire to be the leading financial technology service provider within our core verticals.

2021 Proxy Statement     41

EXECUTIVE COMPENSATION

2020 Company Performance Snapshot

A novel strain of coronavirus (COVID-19) was first identified in Wuhan, China in January 2020, and subsequently declared a global pandemic by the World Health Organization on March 11, 2020. During the first quarter of 2020, the Company took a number of precautionary steps to safeguard its business and employees from the effects of COVID-19 including restricting business travel, temporarily closing offices, canceling participation in various industry events and pivoting to virtual customer and partner events. As a result, the Company’s performance during the year ended December 31, 2020, was shaped largely by the pandemic. We also updated our corporate strategy to take COVID-19 into account as well as to commence planning for the business environment following COVID-19. While we continue to prioritize customers, technology, talent, and execution, we refined our strategy to more specifically focus on how we will meet the needs of an evolving landscape: continue to win and expand using customer relationships; deliver modular solutions on integrated platforms; continuously reinvent through diversification; transform to mitigate risk and maximize scale; and leverage our culture and grow our talent.

Despite the headwinds created by the pandemic in 2020, the Company experienced strong new customer signings in each line of business; experienced strong organic revenue growth in US Health and Corporate Payments; continued its migration to the cloud, where approximately two-thirds of transaction volume is presently conducted; completed another positive enrollment season for our US Health business; consummated the acquisition of eNett and Optal; and grew our employee resource groups to support more than 400 WEX employees.

The rapid spread of the COVID-19 pandemic and the conditions arising in connection with it, including restrictions on businesses and individuals and wider changes to the economy and in business and customer behavior, had an overall negative impact on the Company’s businesses during the year ended December 31, 2020. Another significant factor outside the control of the Company which contributed to the decline in Company revenue and adjusted net income attributable to shareholders, a non-GAAP measure, from 2019 to 2020 was changes in fuel prices. Changes in fuel prices contributed $61 million and $39 million to the decline in revenue and adjusted net income, respectively, from 2019 to 2020. The Company’s 2020 revenue decreased 9.5% from 2019, and adjusted net income attributable to shareholders, a non-GAAP measure, decreased 33.5% from 2019, while our market capitalization remained approximately flat during the year ended December 31, 2020 (i.e., declined less than 1.0%), as shown in the charts below. However, our leadership team guided the Company through the difficulties caused by the pandemic during 2020 and positioned WEX for the future, which remains an ongoing priority for our business.

Revenue $ millions	Adjusted Net-Income $ millions	Market Capitalization $ millions (at 12/31)

Please note that reconciliations of the non-GAAP financial measures discussed in this proxy statement to GAAP financial measures are located in Appendix A.

42     WEX Inc.

EXECUTIVE COMPENSATION

Say on Pay Support and Stockholder Engagement

We have adopted a policy of conducting an annual advisory vote on executive compensation. While this vote is not binding, our Board and the Leadership Development and Compensation Committee, which we refer to as the Committee for purposes of this CD&A, value the opinions of our stockholders. The Committee strives to ensure our executive compensation program aligns with the interests of our stockholders and adheres to our pay for performance philosophy

Say on Pay Vote Results. At our annual meeting of stockholders in 2020, approximately 98% of votes cast supported WEX’s executive compensation program. Management and the Committee reviewed our stockholders’ affirmative 2020 Say on Pay vote and believe it to be a strong indication of support for WEX’s executive compensation program and practices and the related decision-making by the Committee.

Responding to Stockholder Feedback. WEX takes our stockholder feedback seriously. In addition to our annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders. These engagement efforts take place during each year through meetings, telephone calls, and correspondence involving our senior management and representatives of our stockholders, and when appropriate or requested, members of our board of directors.

In June 2020, we took COVID-related compensation actions, which are discussed more fully in various sections below, including the section titled "Impact of COVID-19 on Compensation." Following such actions, we reached out to stockholders representing approximately 75% of our outstanding shares specifically regarding our executive compensation program and other corporate governance-related topics. Most of the stockholders we contacted responded with no questions and expressed no issues with our June 2020 compensation actions. At the limited number of meetings that did result, we learned that our investors were supportive of our COVID-19 pandemic response and related rationale, including the need to retain our key talent to continue our success and ongoing focus on the growth of our business, though they did encourage a return to the growth-oriented performance metrics in our standard annual executive compensation program, short-term incentive plan ("STIP") and performance-based restricted stock units ("PSUs"), as soon as practical from a business planning perspective. Input received during such outreach and meetings on our executive compensation program and related actions was considered when making further changes to our executive pay programs for 2021, as described below in the section titled: "Changes for 2021". When such meetings were expected to focus on our executive compensation program and related decisions, our Vice Chairman and Lead Director, as well as our Leadership Development and Compensation Committee Chair, participated in addition to members of our management team.

2021 Proxy Statement     43

EXECUTIVE COMPENSATION

Key Compensation Practices

Our executive compensation program is targeted to align with our business strategy and features many leading practices, which we believe promote alignment with the interests of our stockholders.

What We Do	What We Don’t Do
•Directly link pay to performance outcomes, operational results and stockholder returns •Link incentive plan performance measures to short- and mid-term operating objectives and delivery of long-term value to stockholders •Target total direct compensation (base/cash bonus/long-term incentives) within a competitive range of the market median •Maintain a cap on CEO and other NEO incentive compensation payouts for short-term incentive plan (STIP) and PSU awards (customarily 200% of target) •Have stock ownership guidelines for NEOs, including a retention requirement until stock ownership guidelines are achieved •Provide double-trigger change-in-control severance benefits •Review share utilization at least annually •Devote time to management succession and leadership development efforts •Use an independent compensation consultant •Maintain an anti-hedging policy •Maintain an anti-pledging policy •Maintain a clawback policy	•No payment of dividends or dividend equivalents on unearned RSUs or PSUs •No excise tax gross-ups upon a change-in-control •No re-pricing of underwater stock options without stockholder approval •No excessive severance or change-in-control benefits

44     WEX Inc.

EXECUTIVE COMPENSATION

Summary of WEX’s 2020 Executive Compensation Program

A summary of our executive compensation program during 2020 is provided below. This summary first describes the 2020 incentive program design and goals adopted in the normal course in early 2020, followed by a description of subsequent modifications to that program adopted in response to the COVID-19 pandemic.

•Generally, we target total direct compensation (salary/cash bonus/long-term incentives) within a competitive range of the market median.

•Pay will vary above or below target based primarily on corporate and business unit and, to a lesser degree individual, quantitative performance outcomes.

2020 Target Compensation Elements

Base Salary- Fixed rate of pay

Short-Term Incentive Plan (“STIP”)

Payout can range from 0-200% of target based on financial goals:

1.Compensation Adjusted Operating Income (60%) and

2.Compensation Adjusted Revenue (40%)

For NEOs leading a business unit, corporate goals are weighted 40% and business unit goals are weighted 60%.

The funded payout may be adjusted for each NEO through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of target. The adjustment is made based on an assessment of performance versus pre-defined, often quantitative individual goals as reviewed by the CEO and recommended to the Committee. The Committee has further discretion to eliminate any funded bonus payout at its discretion, should circumstances warrant.

Long-Term Incentive Plan (“LTIP”)

Our target long-term incentive mix during 2020 for our CEO was 60% PSUs, 25% stock options, and 15% RSUs; target mix for our other NEOs was 60% PSUs, 20% stock options, and 20% RSUs.

PSUs:

•Payout can range from 0-200% of target with cliff vesting on third anniversary of grant

•3-year performance period based on cumulative corporate financial goals: Compensation Adjusted Net Income Earnings Per Share (60%), and Compensation Revenue (40%)

a.Reward long-term stockholder value creation and encourage retention

b.The Compensation Revenue metric recognizes the importance of revenue diversification for our business, given the impact that volatile fuel prices may have on our business results

Stock Options:

•3-year ratable vesting requirement

•Reward long-term stockholder value creation

RSUs:

•3-year ratable vesting requirement

•Reward long-term stockholder value creation and encourage retention

2021 Proxy Statement     45

EXECUTIVE COMPENSATION

Pay Mix

The majority of CEO compensation is variable (“at risk”). For 2020, 90% of target total direct compensation was variable for our CEO in her core compensation program. This directly ties pay to Company performance outcomes, including financial results, strategic initiatives, and stock price performance.

2020 CEO Target Total Compensation Mix	2020 CEO Target Long-term Incentive Mix

The majority of the compensation for the remaining NEOs is also variable and tied directly to Company performance outcomes, as described above.

Impact of COVID-19 on Compensation

Our 2020 incentive program design and the related goals described above in this CD&A were made using our standard processes in early 2020, prior to the time that the full extent and effect of the COVID-19 pandemic began to be known or understood. As the pandemic unfolded, it became clear that we had to take extraordinary steps to navigate the related economic uncertainty, protect our financial health, and preserve the trust of our employees, all while keeping employees safe, retaining key talent, and remaining focused on and well positioned for future company growth. To address these concerns, in the spring of 2020, we implemented an adjusted operating plan, and after several meetings and discussions, the Committee approved certain actions during the second quarter of 2020. Our actions were multi-faceted with the primary goals being to ensure the financial health and stability of the Company, to retain the talent we would need as we returned to growth, and to continue to provide our executives with a highly performance-based pay program that was focused on both absolute financial goals, stock price growth, and outperformance.

The pay-related actions, related to COVID-19, that were taken by the Committee for our employees are summarized below, none of which were exclusive to our executive officers except for the temporary salary reductions. Other such pay-related Committee actions were broad-based and impacted our NEOs on a consistent basis, as further described below, as the significant group of other impacted employees: the changes to the 2020 STIP described below impacted related STIP payments for nearly 2,500 of our employees, including our NEOs; the PSU modifications described below impacted PSU grants made in 2019 and 2020 to approximately 235 and 330 of our employees, respectively, including our NEOs; and the special June 2020 Business Continuity and Outperformance equity grant was made to approximately 135 of our key employees, including our NEOs.

46     WEX Inc.

EXECUTIVE COMPENSATION

The timeline and considerations related to the Committee’s June 2020 COVID-related pay actions are described in the chart below:

	Timing	Selected Actions and Considerations
	March 2nd	•The Committee approved 2020 STIP goals and NEO equity awards under the 2020 LTIP, including goals for related PSUs
	March 3rd to March 10th	•Significant levels of spread and increased understanding and recognition of COVID-19 severity
	March 11th	•World Health Organization (WHO) declared COVID-19 a pandemic
	March 13th	•U.S. President declared COVID-19 a National Emergency
	March 14th to June 22nd	•The Committee was active and met four times as uncertainty increased as to the future of the COVID-19 pandemic and its impact on the economy and the Company •The Committee approved temporary reductions to NEO base salaries, effective April 20th, as further described below •WEX faced intense competitive pressure to retain key talent throughout our organization despite the pandemic, from other public companies, as well as from private companies funded by private equity firms and other sources •The Committee believed the Company had quickly lost a very significant portion of the retentive value from outstanding unvested equity awards for our executives and other key employees •There was ongoing uncertainty regarding the outcome of the litigation related to our proposed acquisition of eNett and Optal, travel-related businesses severely impacted by the pandemic, which acquisition had been initiated pre-pandemic •The Company updated its corporate strategy to take COVID-19 into account as well as commence planning for the business environment following COVID-19; as a result, the goals in our 2020 STIP that were approved on March 2nd were no longer aligned with our near-term business objectives and newly updated corporate strategy
	June 23rd	•The Committee approved changes to 2020 STIP, modifications to March 2019, September 2019 and March 2020 PSU awards, and Business Continuity and Outperformance grants, all as further described below, during a time that the Committee viewed as a period of peak uncertainty as to the future of the pandemic and its impact on the economy and the Company •The high level of uncertainty also drove the design used for compensation actions approved by the Committee; given the Company's inability to forecast business results, especially three years out, the Committee used relative Total Shareholder Return as a way to tie executive rewards to their success handling challenges better than the market •Rather than being reactive, the Committee thought it was important to be an early mover on pandemic-related pay actions, using a broad-based approach impacting key employees across our organization, because of competitive pressure related to talent retention and to demonstrate our commitment to our people at a historic and uncertain time
	June 24th to December 31st	•The Company successfully protected shareholder value and retained key talent, which the Committee believed – along with 2020 pay actions and program designs – positioned WEX well for future growth and success

2021 Proxy Statement     47

EXECUTIVE COMPENSATION

2020 COVID-Related Compensation Actions

Base Salary

Reduced CEO and other NEO salaries by 20% and 10%, respectively, for the period beginning April 20, 2020, and ending on July 31, 2020

STIP

On June 23, 2020, approved changes to the 2020 STIP (see detail below, beginning on page 53)

•Given the significant economic uncertainty and business disruption caused by the COVID-19 pandemic, shared corporate performance goals were changed and the maximum payout was reduced from 200% to 150% of target

•Impacted all STIP eligible employees, which includes a significant portion of our employees globally, including each of our executive officers

During the first quarter of 2021, applied negative discretion to the initial funded STIP payout as a % of target

•Based on the revised shared financial performance goals approved in June 2020, the initial STIP payout factor calculated to 126% of target

•The Committee, in consultation with management, reduced the corporate STIP payout factor from 126% of target to approximately 108% of target to eliminate any benefit from reduced travel and entertainment spend, as well as to account for customer/partner satisfaction results, individual line of business performance results, agility in reacting to changing market conditions, and overall cost management

LTIP

On June 23, 2020, approved changes to PSUs granted on March 20, 2019 and September 2019 (see detail below, beginning on page 59)

•Considering a number of factors, including the impact of the COVID-19 pandemic on the global economy and our business planning, determined to shorten the performance period for the corporate financial performance metrics from the three years ending December 31, 2021 to the two years ending December 31, 2020

•Annual growth rates embedded in the original 2019 PSU award three-year goals were maintained. In addition, a relative total shareholder return (TSR) modifier, measured against other companies in the S&P 400 MidCap index, that can modify the payout factor derived from the financial results by ±15% was added, which extends performance measurement for this award to the end of the original 3-year performance period, which is December 31, 2021

•Impacted all employees at WEX that received a relevant 2019 PSU award, including all executive officers

On June 23, 2020, approved changes to PSUs granted on March 16, 2020 (see detail below, beginning on page 58)

•After the PSUs, and the related 3-year financial goals, were initially approved in March 2020, the severity of the impact of COVID-19 on the global economy, and general economic uncertainty, increased significantly. In light of this, the Committee changed the performance goal for the March 2020 PSU awards to 3-year relative TSR, which maintains a performance-based 3-year PSU award

•Impacted all employees at WEX that received a relevant 2020 PSU award, including all executive officers

On June 23, 2020, approved a special Business Continuity and Outperformance equity award granted on June 24, 2020 (see detail below, beginning on page 60)

•Performance-focused award, made 75% in PSUs and 25% in RSUs, that aligned talent who are critical to continued growth and transformation throughout the organization during a highly uncertain time, during which the marketplace for our talent remained highly competitive

•Exceeding median TSR performance required to achieve target payout under PSUs

•RSUs vest 50% 2 years from date of grant and 50% 3 years from date of grant

•Selected employees across the company – at the Senior Vice President, Vice President, Senior Director, Senior Manager, Manager and Individual Contributor levels – received the award, in addition to all executive officers

We believe that the COVID related compensation actions that the Committee undertook in 2020 helped allow the Company to maintain a steady course in 2020 amidst an uncertain environment created by the pandemic. Despite all of the headwinds, WEX shareholder value was largely maintained during 2020, and the Company was able to take steps to begin to prepare itself for a post-pandemic environment. The Committee believes that these compensation actions keep and will further align our NEOs with future success achieving Company growth and other goals.

48     WEX Inc.

EXECUTIVE COMPENSATION

Moreover, WEX has faced intense competitive pressure to keep our key organizational talent, including our NEOs, which was the case during 2020, despite the pandemic, and which has remained the case during 2021, and which we expect will continue. This competitive pressure has come from other public companies, as well as private companies funded by private equity firms and other sources. During 2020, and especially during the pandemic, the Committee viewed retaining key talent and the resulting stability as important components to protecting shareholder value and keeping WEX well positioned for future growth. We were successful at retaining key talent during 2020, and we believe the compensation-related actions described above were an important factor in that success. The Committee believes that with our current success in retaining key talent, and with the compensation actions described above, WEX is positioned well for the future.

The Committee will continue to consider the business and financial impact of the COVID-19 pandemic on the Company, our stockholders and our employees in evaluating performance. The Board has the authority to make adjustments to performance awards, including equitable adjustments to performance targets in recognition of unusual or non-recurring events affecting the Company or the financial statements of the Company, in response to changes in applicable laws or regulations or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

Process for Determining Executive Compensation

Leadership Development and Compensation Committee

The Committee, composed solely of independent directors, is responsible for our executive officer compensation, which includes the compensation of our NEOs. The Committee works closely with its independent compensation consultant and management to examine pay and performance matters throughout the year. The Committee held 9 meetings over the course of 2020, all of which included an executive session without management present. Our Committee assessed in a regular and ongoing manner, the evolving implications of the COVID-19 pandemic on our business and talent, and deliberately addressed such implications. During 2021, as described above, the charter and name of this committee was modified from Compensation Committee to Leadership Development and Compensation Committee to reflect the broader human capital focus of the Committee, as well as to emphasize the degree of importance the Board places on such broader human capital matters as they relate to organization success. The Committee's charter may be accessed through the “Governance” link found on our website at: https://ir.wexinc.com/governance/governance-documents/default.aspx.

In the first quarter of each fiscal year, either of the Chair of the Committee, or, the Vice Chairman and Lead Director, reviews the Board’s assessment of the CEO’s performance with the CEO. In addition, the Committee approves the following, as explained below:

•changes to executive officer base salaries and incentive targets, if any, for the current year;

•STIP payout, if any, for the previous fiscal year;

•STIP design and targets for the current fiscal year;

•determination of performance-scoring payout of PSUs granted under the LTIP, if any, for previous years; and

•LTIP metrics, targets and grants for the current fiscal year.

Agenda items for the second quarter vary each year but always include a review of the Company's performance and progress toward the achievement of incentive plan targets. Typically, this also includes a retrospective assessment of the senior executive pay versus performance relationship. Unlike in past years, in the second quarter of 2020, the Committee undertook a variety of COVID-related compensation actions which are described elsewhere in this CD&A.

Agenda items for the third and fourth quarters also vary each year, but always include a review of the Company's performance and progress toward the achievement of incentive plan targets. The Committee also conducts its annual review of executive compensation, considering a report from its independent compensation consultant comparing the compensation of Company executive officers to peer group data. Management also discusses with the Committee recommended executive compensation changes for each element of compensation for the next fiscal year.

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EXECUTIVE COMPENSATION

The design of the STIP and LTIP is typically discussed over multiple meetings prior to the actual approval of the plans in the first quarter of each year. The discussions generally focus on the metrics to be utilized, the difficulty of the performance goals and the weightings for each metric. Other items that are addressed on an annual basis include a review of the Committee’s charter, compliance with stock ownership guidelines and, an update on market trends related to executive compensation. Director compensation is addressed on a biennial basis.

The Leadership Development and Compensation Committee has delegated to a subcommittee its responsibility under the Company's 2019 Equity and Incentive Plan with respect to the approval of acquisitions and dispositions of Company securities by officers and directors of the Company for purposes of Section 16(b) of the Exchange Act. The members of the subcommittee are Mr. Callahan, Mr. VanWoerkom, and Ms. Sobbott, each of whom satisfies the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act.

Executive Management

Our Human Resources department, working with our Legal and Finance departments, was responsible for coordinating and overseeing the implementation of executive compensation, and discussing significant proposals or topics impacting executive compensation at WEX with the Committee. This included development of compensation recommendations in accordance with the compensation philosophy and policies more fully described elsewhere in this CD&A. The following members of management were generally invited to and attended Committee meetings: the CEO; CFO; Chief Human Resources Officer; Chief Legal Officer; and, SVP, Corporate Securities Counsel.

The Committee has authority to approve the compensation of the CEO and the other NEOs. The CEO meets with the Committee and the independent compensation consultant to discuss company and individual performance objectives and outcomes, and review compensation recommendations for executive officers directly reporting to her, including the other NEOs. Thereafter, the Committee meets privately with its independent compensation consultant to review and determine compensation of our CEO. In addition, each year the Committee sets compensation plan performance targets for our executive officers and management provides input and recommendations with respect to such targets, as well as information and analyses, as requested by the Committee.

Independent Compensation Consultant

The Committee has the authority to retain and terminate an independent compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. In determining 2020 compensation, the Committee continued to directly retain Compensation Advisory Partners LLC (“CAP”) as its independent compensation consultant. The scope of the work done by CAP for the Committee included:

•Preparing analyses, recommendations, and other support to inform the Committee’s decisions related to executive and director compensation;

•Providing updates on market trends and the regulatory environment as they relate to executive and director compensation;

•Preparing analyses, recommendations, and other support to inform the Committee’s discussions and decisions related to the COVID-19 pandemic;

•Reviewing and commenting on management proposals presented to the Committee;

•Providing a report comparing the compensation of Company executives to a peer group of companies and survey data;

•Reviewing the Committee charter and providing recommendations and other support to inform the Committee’s related discussions and decisions; and

•Working with the Committee to validate the pay-for-performance relationship, in support of alignment with stockholders.

The Committee assessed the independence of CAP pursuant to SEC and NYSE rules, and concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the Committee. CAP will not perform other services for WEX without the consent of the Chair of the Committee. CAP meets with the Committee Chair and the Committee outside the presence of management. In addition, CAP participated in all of the Committee’s meetings determining 2020 compensation and, when requested by the Committee Chair, participates in preparatory meetings and executive sessions.

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Total Compensation — Objectives and Compensation Philosophy

Objectives

Our compensation programs are designed and administered to balance the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing long-term stockholder value and retaining talent viewed as critical to our ongoing growth and success. The principal elements of an executive’s total compensation consist of: base salary, the STIP payment, and long-term incentives.

Compensation Philosophy

Generally, we target total direct compensation (salary, annual incentive and long-term incentives) within a competitive range of the market median. Pay may vary above or below target based on actual performance outcomes. Variations in total direct compensation among the NEOs reflect differences in competitive pay for their respective positions as well as the size and complexity of the business units or functions they oversee, the performance of those business units or functions, key competencies and individual performance.

2020 Total Direct Compensation

We structure NEO target total direct compensation so that the majority of such compensation is delivered in the form of equity awards. Equity awards provide incentives for NEOs to work towards long-term top and bottom-line growth that will enhance stockholder returns and align our NEOs’ compensation directly with our stockholders’ interests. We also structure our NEOs’ cash compensation so that a significant portion is at risk under the Company’s short-term incentive plan, payable primarily based on enterprise and business unit results, and to a lesser degree payable based on individual performance. We further detail each component of total direct compensation below. In addition, see the section titled "2020 Awarded Compensation" and the tables below for a summary of the Committee’s compensation decisions for the NEOs for levels of salary, target STIP opportunity and target value for equity grants made during 2020, in the manner in which it was considered by the Committee.

Base Salary

We review base salaries annually, but we do not necessarily award salary increases each year. In determining base salary levels for NEOs, the Committee considers the following qualitative and quantitative factors: job level and responsibilities, relevant experience, individual performance, recent corporate and business unit performance, internal equity, and our objective of paying competitive total direct compensation if performance expectations are met. From time to time, base salaries may be adjusted other than as a result of an annual review, for example, in order to address competitive pressures or in connection with a promotion. Annual NEO salaries were as follows:

	NEOs Base Salary
Name	2019		2020		% Increase (2019-2020)		Rationale for Increase
Melissa Smith Chair, CEO and President	$	770,000	$	770,000	0	%	n/a
Roberto Simon CFO	$	500,000	$	550,000	10	%	Market-based adjustment
Scott Phillips President, Global Fleet	$	475,000	$	475,000	0	%	n/a
Robert Deshaies President, Health	$	425,000	$	425,000	0	%	n/a
Joel Dearborn President, Corporate Payments	$	400,000	$	400,000	0	%	n/a

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EXECUTIVE COMPENSATION

During the height of pandemic-related uncertainty during 2020, to support cash conservation and further align our NEOs and Executive Officers with broader employee actions, we reduced the salary of our CEO and other NEOs by 20% and 10% respectively, effective April 20, 2020 through July 31, 2020, at which time salaries were restored to the amounts disclosed in the table above. Accordingly, the base salaries shown above were the intended salaries for the year 2020, but were not the actual base salaries paid to our NEOs for 2020.

Short-Term Incentive Plan

Our Short-Term Incentive Plan (STIP) is designed to motivate our NEOs to drive profitable Company growth, while diversifying Company revenues, by measuring NEO performance against our plans at the corporate and business unit level, with the potential for individual adjustment as described below. For NEOs leading a business unit, corporate goals are typically weighted 40% and business unit goals are typically weighted 60%. This framework holds the NEO group accountable for the same corporate metrics and goals, while also emphasizing and holding business unit leaders accountable for the results they can most influence.

We establish a cash incentive payment target for each NEO based upon their position within the Company, responsibility and competitive cash incentive payment opportunities for similar positions at other companies.

During the year ended December 31, 2020, the spread of a novel strain of coronavirus (COVID-19), and conditions arising in connection with it, including restrictions on businesses and individuals and wider changes in business and customer behavior, had a significant impact on the Company’s businesses.

As a result, the Company’s performance during the year ended December 31, 2020, was shaped largely by the pandemic. We also updated our corporate strategy to take COVID-19 into account as well as commence planning for the business environment following COVID-19. On June 23, 2020, the Committee approved changes to the 2020 STIP in response to the effects of the pandemic. These changes impacted STIP payment for nearly 2,500 employees, which reflects a significant portion of our employees globally, including each of our NEOs.

When the 2020 STIP targets were initially established and approved on March 2, 2020, prior to the full outbreak of the pandemic and the understanding of its effects, the performance metrics for the financial component were compensation adjusted revenue (40%) and compensation adjusted operating income (60%), and the final STIP payout ranged from 0% to 200% of the target bonus opportunity based on actual performance outcomes. Given the significant economic uncertainty and business disruption created by the COVID-19 pandemic, on June 23, 2020 the shared 2020 STIP corporate performance goals were changed to the following new metrics as a result of the difficulty of forecasting compensation adjusted revenue and compensation adjusted operating income:

•Satisfying a Reduced Capital Expenditures (“CAPEX”) amount, weighted at 40%;

•Cost Containment, in areas such as headcount, travel and entertainment expenditures, reduced outside professional services and vendors expenditures, and project delays, weighted at 40%; and

•Revenue and Adjusted Operating Income of our Health business, weighted 20%.

The performance goals for each of these metrics were based on performance for the second half of 2020, to align with our near-term business objectives and newly updated corporate strategy to take COVID-19 into account as well as commence planning for the business environment following COVID-19. Individual performance could modify the award payout ± 25% for our executive officers, as was previously the case. Maximum potential STIP payout for our executive officers was reduced from 200% of target to 150% of target, and a minimum level of profitability (Health Adjusted Operating Income) was established for threshold STIP pool funding to occur.

This revised 2020 STIP program continued to focus the officer group and those employees who follow the same targets on being accountable for shared corporate performance metrics and goals, while also emphasizing and holding leaders accountable for the results they can most influence. Our STIP program is designed to drive behaviors that will support our Company being well-positioned during, and coming out of, the COVID-19 pandemic. In addition, in our short-term incentive program, the individual component and WEX Health component continue to recognize the importance of continuing to grow our business.

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The following tables describe 2020 NEO performance goals, results for each component of the 2020 STIP, and the actual STIP payout for each NEO.

	Weighting Used in Determination of 2020 STIP Payout(1)
Corporate Goals	M. Smith		R. Simon		S. Phillips		R. Deshaies		J. Dearborn
Satisfying a Reduced Capital Expenditures ("CAPEX") Amount	40	%	40	%	16	%	20	%	16	%
Cost Containment	40	%	40	%	16	%	20	%	16	%
Health Revenue	8	%	8	%	3	%	24	%	3	%
Health Adjusted Operating Income	12	%	12	%	5	%	36	%	5	%
Business Unit Financial Goals
Fleet Capital Expenditures	—	%	—	%	30	%	—	%	—	%
Fleet Cost Containment	—	%	—	%	30	%	—	%	—	%
Corporate Payments Expenditures	—	%	—	%	—	%	—	%	30	%
Corporate Payments Cost Containment	—	%	—	%	—	%	—	%	30	%
STIP payout as a percentage of target based on 2020 corporate performance	107.6	%	107.6	%	109.0	%	108.8	%	97.0	%

(1)The percentages for each NEO represent the weight that the corporate goals are provided in determining the actual 2020 STIP payout.

Performance versus the financial goals in our STIP program resulted in an initial funding factor of approximately 126% of target. The Committee then adjusted, in consultation with management, such funding factor down to 115% of target, to remove any benefit from reduced travel and entertainment ("T&E") spend during the second half of 2020. In addition, after reviewing results retrospectively, on a comprehensive basis, the Committee then, in consultation with management and its independent compensation consultant, approved an additional downward adjustment to the STIP funding factor, with a final approved corporate funding and payout factor of 107.6% of target.

			Performance Goals ($000s)						2020 Actual (Maximum 150% payout)
Corporate Goals	Weight		Threshold (50% payout)		Target Performance Goal (100% payout)		Maximum (200% payout)		Actual Performance		Actual % Performance		Payout based on Actual 2020 Performance
Satisfying a Reduced Capital Expenditures Amount(1)	40	%	$	88,396	$	84,187	$	79,978	$	83.137	112.5	%	45.0	%
Cost Containment(2)	40	%	$	56,091	$	62,323	$	68,555	$	71.663	150.0	%	60.0	%
Health Revenue(3)	8	%	$	310,300	$	365,000	$	438,000	$	357.317	93.0	%	7.4	%
Health Adjusted Operating Income(4)	12	%	$	78,200	$	92,000	$	110,400	$	96.322	111.7	%	13.4	%
Initial Weighted Average Payout Factor													125.8	%
Final Weighted Average Payout after Committee discretion													107.6	%

(1)Satisfying a Reduced Capital Expenditures means 2020 capital expenditure targets established by the Committee in June 2020 with its approved change of the original 2020 STIP metrics. The results were further adjusted for other items as shown on Appendix A.

(2)Cost Containment means 2020 cost savings targets established by the Committee in June 2020 with its approved change of the original 2020 STIP metrics. The results were further adjusted for other items as shown in Appendix A.

(3)Health Revenue means 2020 revenue attributed to our US Health business for the performance period.

(4)Health Adjusted Operating Income means 2020 operating income attributed to our US Health business for the performance period adjusted for: acquisition-related intangible amortization, other acquisition related items, stock-based compensation, and other costs.

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EXECUTIVE COMPENSATION

The initial funding of the STIP payout, based on the financial metrics and pre-set goals described above, may be adjusted for each NEO through an individual performance modifier, down to 75% or up to 125% of the initial funding of the STIP amount, with no payout greater than 150% of target under the STIP for 2020. The adjustment is made based on the Committee's assessment of performance versus pre-defined, often quantitative, individual goals. Our CEO may make individual modifier recommendations to the Committee for the other NEOs, for consideration and approval by the Committee, and the Committee independently considers and approves the CEO individual modifier factor, if any.

The Committee believes that our named executive officers’ performance goals should support and help achieve the Company’s strategic objectives. Individual performance goals for the CEO were established under the oversight of, and with the approval of, the Committee. Individual performance goals for the other NEOs were proposed by the CEO and reviewed and approved by the Committee. Across our NEO group, in addition to an evaluation of general leadership competencies, the results that were measured against pre-defined goals (generally quantitative) to determine individual modifiers, are discussed below:

M. Smith	Goal Results
FY2020 Performance Results	•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Continued execution of M&A strategy with successful completion of eNett and Optal acquisition, execution of an agreement to acquire the HealthcareBank HSA assets, and also execution against integration objectives •Generated new sources of revenue, including strong new customer signings in each line of business •Continued to experience strong organic revenue growth in US Healthcare and Corporate Payments businesses, and another positive enrollment season for US Healthcare business •Approximately two-thirds of transaction volume now in the cloud •Deepened bench and ensured right skills in place to execute on growth ambitions •Employee resource groups support more than 400 employees
R. Simon	Goal Results
FY2020 Performance Results	•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions
S. Phillips	Goal Results
FY2020 Performance Results	•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions
R. Deshaies	Goal Results
FY2020 Performance Results	•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions

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EXECUTIVE COMPENSATION

J. Dearborn

Goal Results

FY2020 Performance Results

•Alignment on technology and data roadmap •Leadership during COVID-19 pandemic; e.g., identified opportunities to reduce business, talent and operational risk •Management of Company balance sheet and related activities to mitigate risks and identify and take advantage of opportunities •Generated new sources of revenue and execution against M&A and integration objectives •Deepened bench and ensured right skills in place to execute on growth ambitions

Given each NEO's results measured against their individual goals, as discussed above, the Committee, in its discretion, determined the individual performance factor for each NEO's STIP award at the percentage displayed in the table below. The Committee considered the input of Ms. Smith regarding performance against the pre-established individual goals for each NEO (other than for Ms. Smith) in its decision-making process. When making its individual performance factor determinations, the Committee did not assign a specific weighting to any individual goal, but instead reviewed each NEO's results against his or her individual goals in the aggregate.

The payouts under our STIP are computed based on corporate and individual performance, as discussed above and outlined below. The fiscal year 2020 STIP payments are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table for Fiscal Year 2020, and are set forth in the following table. The table also provides a supplemental breakdown of the components that make up the NEOs' actual fiscal year 2020 STIP awards. The awards as a percentage of the target are displayed for each component.

Annual Base
Salary x Target
Annual
Incentive % x Corporate
Performance
Factor %
(0%-200%) x Individual
Performance
Factor %
(75%-125%) = Final STIP Award
(0%-150%) (0%-200% for
prior years)

			Target				Actual
Executive	Annual Base Salary(1) (a)		Annual Incentive % (b)		Annual Cash Incentive $ (a) x (b) = (c)		Corporate Performance Factor % (d)		Individual Performance Factor % (e)		Final Award $ (c) x (d) x (e)		Final Award as a % of Target (d) x (e)
Melissa Smith	$	770,000	150	%	$	1,155,000	107.6	%	100.0	%	$	1,242,780	107.6	%
Roberto Simon	$	505,962	100	%	$	505,962	107.6	%	112.5	%	$	612,466	121.1	%
Scott Phillips	$	475,000	90	%	$	427,500	109.0	%	100.0	%	$	465,975	109.0	%
Robert Deshaies	$	425,000	75	%	$	318,750	108.8	%	100.0	%	$	346,800	108.8	%
Joel Dearborn	$	400,000	75	%	$	300,000	97.0	%	100.0	%	$	291,000	97.0	%

(1)Reflects base salary for full year 2020 (i.e., "eligible earnings"), without the impact of the temporary salary reductions in 2020 discussed above. Roberto Simon's annual base salary reflects a weighted average of his annual base salary given a salary increase during 2020.

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EXECUTIVE COMPENSATION

Long-Term Incentive Compensation

The Company provides annual long-term equity-based incentives through the LTIP. Annual grants under the LTIP were provided through a mix of (i) PSUs, which vest from 0% to 200% based on the achievement of multi-year performance goals and subject to service-based vesting, described below, (ii) stock options, which have no value absent stock price appreciation and encourage stockholder value creation over a long-term (10 year) time horizon, and (iii) RSUs, which vest based on the passage of time and fluctuate in value based on changes in our stock price. PSUs, stock options, and RSUs generally vest over a three-year period of employment.

We aim to provide long-term awards such that together with cash compensation, target total direct compensation (salary plus target STIP payments, plus grant-date value of annual long-term incentive awards) is within a competitive range of the market median. Compensation is intended to vary based on Company and individual performance outcomes. The Committee bases individual award levels on comparative market data for the executive’s position, award levels of comparably-situated executives, and an assessment of individual potential and performance. In making annual equity awards to any individual, the Committee does not alter its compensation philosophy based on the individual’s value realized, or failure to achieve gains, on prior RSU, stock option or PSU awards.

Annual equity grants were 60% PSUs, 20% stock options and 20% RSUs for our non-CEO NEOs. The mix for our CEO was: 60% PSUs, 25% stock options and 15% RSUs. Our program balances mid-term (PSU) goals and results and long-term (stock options and RSUs) stockholder valuation creation, with key employee motivation and retention. The above percentages do not include the 2020 business continuity and outperformance grant described in detail below.

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2020 LTIP

The 2020 LTIP - which was approved on March 2, 2020 and granted on March 16, 2020 - was designed to support our multi-year strategic plan and reward each of the NEOs for their contribution to the achievement of plan goals during the three-year performance period from January 1, 2020 to December 31, 2022. There were two performance metrics for the PSU awards: Compensation Adjusted Net Income Earnings Per Share, weighted 60%, and Compensation Revenue, weighted 40%. If earned, PSUs will cliff vest on the third anniversary of the grant date. The stock options and RSUs will vest according to the Company’s practice of having one-third of each award vest on each of the first three anniversaries of the grant date.

After the March 2020 PSU grants were approved, the severity of the impact of the COVID-19 pandemic on the global population, on the global economy, and on general economic uncertainty, increased significantly, while still being far from calculable in severity or duration. In light of this, on June 23, 2020, the Committee changed the performance goal for 2020 PSU awards to relative total shareholder return ("TSR"), relative to other companies in the S&P 400 index, and set the payout scale (% of target) as shown in the following table:

Relative TSR Performance	Payout
75-100th Percentile	200%
	Straight Line Interpolation
50th Percentile	100%
	Straight Line Interpolation
0-25th Percentile	0%

The performance period will continue to end on December 31, 2022, and, if earned, PSUs will cliff vest in March 2023, on the third anniversary of the grant date. Payout for the PSUs will be disclosed in the 2023 proxy statement once the performance period is complete.

The Committee believes that the revised 2020 PSU program aligns our compensation program with the long-term interests of our stockholders and will continue to support our objectives of actual pay levels being commensurate with actual annual and multi-year performance outcomes. This change impacted the approximately 330 employees at WEX that received a relevant 2020 PSU award, including all NEOs.

2018 LTIP Grant Payout

PSUs with a three-year performance period ended December 31, 2020 were previously reported in our proxy statement for the 2019 annual meeting at fair value at the time of grant. The 2018 PSU award was designed to support our multi-year strategic plan and reward each of the officers for their contribution to the achievement of plan goals during the performance period. These PSU grants were subject to the achievement of three-year non-fuel price sensitive revenue and adjusted net income earnings per share goals. Based on the performance results that reflect outperformance versus goals, 200% of the target stock units granted in 2018 were earned.

Company Goals	Threshold (50% Payout)		Target Performance Goal (100% Payout)		Maximum (200% Payout)		Weighted		Actual Performance		Payout based on Actual 2018-2020 Performance
Non Fuel Sensitive Revenue ($ millions)(1)	$	3,042.7	$	3,271.7	$	3,500.7	40	%	$	3,709	80	%
Adjusted Net Income — Earnings Per Share(2)	$	22.41	$	24.71	$	26.96	60	%	$	27.87	120	%
Weighted Average Payout											200	%

(1)Non Fuel Sensitive Revenue is defined as revenue as reported in the Form 10-K filing for the performance period for our Travel & Corporate Solutions and Health and Employee Benefits segments and all revenue lines in Fleet with the exception of payment processing revenue. The results were further adjusted for other items as shown in Appendix A.

(2)Adjusted Net Income - Earnings Per Share is defined as Adjusted Net Income - Earnings Per Share as reported in the Form 10-K filing for the performance period adjusted for price per gallon of fuel and other items as shown in Appendix A.

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EXECUTIVE COMPENSATION

2019 LTIP Grant Payout

PSUs granted on March 20, 2019 with a three-year performance period were previously reported in our proxy statement for the 2020 annual meeting at fair value at the time of grant. The 2019 PSU award was designed to support our multi-year strategic plan and reward each of the officers for their contribution to the achievement of plan goals during the performance period. There are two performance metrics: Compensation Adjusted Net Income Earnings Per Share, weighted 60%, and Compensation Revenue, weighted 40%. Three-year performance goals for these metrics were established and approved by the Committee on March 1, 2019.

Effective June 23, 2020, considering a number of factors, including the impact of the COVID-19 pandemic on the global economy and our business planning, and our newly updated corporate strategy, the Committee determined to shorten the performance period for the Compensation Adjusted Net Income Earnings Per Share and Compensation Revenue metrics from the three years ending December 31, 2021 to the two years ending December 31, 2020. Despite the fact that the performance period for the financial performance metrics was reduced from three years to two years, the cliff vesting for such potential PSU award payout remained three years from the grant date (i.e., in March 2022), and the final payout will be determined with reference to the TSR modifier discussed below, which will be measured through the end of the original three-year performance period of December 31, 2021. This change impacted the approximately 235 WEX employees that received a March 2019 PSU grant.

The annual growth rates embedded in the original 2019 PSU award three-year goals were maintained, as shown in the table below. The change to shorten the performance period impacted all employees at WEX that received a relevant 2019 PSU award, including all Executive Officers.

Based on outperformance versus financial goals, an initial payout factor of 125.7% of the target stock units granted in 2019 resulted from our performance versus the pre-established multi-year goals.

Company Goals	CAGR to Achieve Threshold (50% Payout)(2)		CAGR to Achieve Target (100% Payout)(3)		CAGR to Achieve Maximum (200% Payout)(4)		Weighted		2020 Metric Final Results ($)	Final CAGR between 12/31/18 and 12/31/20		Payout based on Final Growth Performance from 2018 through 2020
Compensation Revenue ($millions)(1)	8.5	%	12.0	%	16.0	%	40	%	$1,950.7	14.3	%	63.2	%
Adjusted Net Income — Earnings Per Share(1)	8.0	%	15.0	%	20.0	%	60	%	$10.99	15.2	%	62.5	%
Weighted Average Payout												125.7	%

(1)Further description of relevant adjustments to results for this financial performance metric, for incentive plan calculation purposes, will be included in our 2022 proxy statement, after the final payout factor for this award is known at the end of the three-year performance and vesting period, with reference to the TSR modifier discussed above.

(2)The threshold growth rates included in the table above correspond to 2020 Compensation Revenue of $1,757.2 million and 2020 Adjusted Net Income – Earnings Per Share of $9.66, which represent the amounts needed to achieve a 50% payout.

(3)The target growth rates included in the table above correspond to 2020 Compensation Revenue of $1,872.4 million and 2020 Adjusted Net Income – Earnings Per Share of $10.95, which represent the amounts needed to achieve a 100% payout.

(4)The maximum growth rates included in the table above correspond to 2020 Compensation Revenue of $2,008.5 million and 2020 Adjusted Net Income – Earnings Per Share of $11.92, which represent the amounts needed to achieve a 200% payout.

58     WEX Inc.

EXECUTIVE COMPENSATION

In addition, the Committee determined that it was appropriate to add a relative TSR modifier, measured against other companies in the S&P 400 index, that can modify the payout factor derived from the financial results by ±15%. Therefore, a modifier of ±15% may be applied to the initial payout factor of 125.7%. Relative TSR will be measured from June 23, 2020, the date these award revisions were approved, until the end of the original three-year performance period of December 31, 2021. The performance and payout scale for the relative TSR modifier is shown below:

Relative TSR Performance	Modifier
75-100th Percentile	+15%
	Straight Line Interpolation
50th Percentile	No Adjustment
	Straight Line Interpolation
0-25th Percentile	-15%

The final payout factor for this award will not be known until the end of the three-year performance and vesting period.

In connection with Mr. Deshaies’ promotion to President, Health in the third quarter of 2019, Mr. Deshaies was granted additional PSUs on September 16, 2019 with the same performance conditions as the March 2019 PSUs described above. Mr. Deshaies’ September 2019 PSUs were reported in our proxy statement for the 2020 annual meeting at fair value at the time of grant. Effective June 23, 2020, the Committee modified the September 2019 PSUs in the same manner it modified the March 2019 PSUs, which is more fully described above.

2020 Business Continuity and Outperformance Grant

WEX has faced intense competitive pressure for our key talent, throughout our organization, including our NEOs, which was the case during 2020, despite the pandemic, and which has remained the case during 2021. This competitive pressure has come from other public companies, as well as private companies and private equity. During 2020, the Committee viewed retaining key talent as an important component to protecting shareholder value and keeping WEX well positioned for future growth.

On June 23, 2020, the Committee approved a special equity award made 75% in PSUs and 25% in RSUs to be granted on June 24, 2020 to a broad-based group of key employees across the Company (the “Award” or the "Business Continuity and Outperformance Grant").

Approximately 135 key employees across the Company – at the Senior Vice President, Vice President, Senior Director, Senior Manager, Manager and Individual Contributor levels – received an Award, including our executive officers.

In making the Award, the objectives of the Committee included:

•The further alignment and focusing of a broad group of key employees on our stock price and TSR outperformance relative to other companies in the S&P MidCap 400 index during, and coming out of, a time of significant economic uncertainty and business disruption created by the COVID-19 pandemic.

•Support strong ongoing pay and performance alignment. Our pay-for-performance philosophy, as described in our annual proxy statement, is structured to reward above median performance with commensurate actual pay outcomes (and vice versa for below median performance). Our Committee regularly reviews the pay and performance relationship for continued alignment based on a balanced, strongly performance-based executive pay program.

•Motivation of a broad group of high-performing employees whom the Committee believes are important to the Company’s continued TSR outperformance and who were especially critical to achieving success in the then (and currently still) uncertain and evolving COVID-19 environment. This additional compensation opportunity is designed to motivate these employees in a manner strongly aligned with the long-term interests of our stockholders. The past success of these

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employees is demonstrated by the Company’s historic TSR outperformance during the one- and three-year periods ended December 31, 2019, as shown in the following table:

Total Shareholder Return
	Wex Percentile
Index	1-year: 12/31/18 – 12/31/19	3-year: 12/31/16 – 12/31/19
S&P 500	82nd	76th
S&P 400	80th	82nd
S&P 600	79th	86th
Russell 3000	80th	81st
Russell 2000	80th	83rd

The Committee approved a grant date target Award for each of our NEOs, with a value of $6.0 million for Ms. Smith, our Chair and CEO, $2.0 million for Mr. Simon, our Chief Financial Officer, $1.7 million for Mr. Phillips, our President, Global Fleet, $1.2 million for Mr. Deshaies, our President, Health, and $1.0 million for Mr. Dearborn, our President, Corporate Payments. The target Award value was converted into RSUs and PSUs based on WEX's closing price on the date of grant, June 24, 2020. Target grant value for all 135 Business Continuity and Outperformance Grant recipients was determined on a consistent basis, within a range of ±33% of the targeted value of an individual’s annual long-term incentive award. The targeted total grant value and approach for all of these grants was approved by the Committee. The CEO provided input to the Committee on proposed grant values for the other executive officers, and was given discretion to make individual adjustments below the executive officer level, within the pre-defined structure and Committee approved total value amount.

The PSUs portion of the Awards may vest after three years, depending upon the achievement of pre-defined performance goals. For Ms. Smith, there is also a one-year holding requirement applicable to the after-tax number of shares issued on vesting of the PSU.

The PSUs have a three-year performance measurement period, commencing with the Award grant date. Vesting of the PSUs is tied to the Company’s TSR relative to other companies in the S&P 400 index. The PSUs provide for a threshold, target and maximum number of shares that may be earned based upon achievement of relative TSR performance goals adopted by the Committee, as shown on the following performance and payout scale:

Relative TSR Performance	Payout
90-100th Percentile	250% of target
75-89th Percentile	200% of target
61-74th Percentile	150% of target
51-60th Percentile	100% of target
41-50th Percentile	75% of target
31-40th Percentile	50% of target
0-30th Percentile	0% of target

As shown above, median TSR must be exceeded for target PSU payout to occur, and 60th percentile TSR performance must be exceeded for an above target PSU payout to occur. The PSUs, which constitute 75% of the Award, are intended to complement other elements of the compensation program, which has included absolute financial goals and awards linked to absolute stock price growth.

The RSU portion of the Award, which constitute the remaining 25% the Award, vests 50% on the two-year anniversary of the date of grant, and 50% on the three-year anniversary of the date of grant. For Ms. Smith, there is also a one-year holding requirement applicable to the after-tax number of shares issued on vesting of the RSUs.

60     WEX Inc.

EXECUTIVE COMPENSATION

We successfully retained key talent during 2020, throughout our organization, including our leadership team, and we believe that our one-time compensation actions during 2020 were important to this success. The Committee believes that with our success in retaining key talent, and with our one-time compensation actions during 2020, WEX is well positioned for Company growth and a focus among key talent across our organization on outperformance in terms of shareholder value protection and creation.

2020 was an historic and difficult year, as the world dealt with the pandemic, economic uncertainty, and social unrest. Throughout the year, we focused on protecting our financial health and stability, keeping employees safe and retaining our talent. In addition, we focused on the Optal and eNett litigation in the United Kingdom. In reaction to challenges posed by the pandemic, in the first half of the year we took action with our short- and long-term incentives, as described above. These actions were executed in specific response to the business environment created by the pandemic and do not indicate a permanent shift in long-term, compensation strategy.

Changes for 2021

For 2021, considering input from investors, board members, management and the Committee’s independent compensation consultant, the Committee approved a return to growth-focused corporate incentive plan metrics, similar to what we have used in prior years. This reflects our ongoing focus on the Company's growth, and a pay program design that has historically received high levels of shareholder support through our Say on Pay vote results (e.g., 98.4% in 2020).

Changes the Committee Made For 2021	Rationale
STIP
•Returned to compensation adjusted revenue and compensation adjusted operating income goals, where maximum payout can range from 0-200% of target •For NEOs leading a business unit, returned to corporate goals being weighted 40% and business unit goals being weighted 60%	•We are a growth-focused company. •These metrics align with short-term business objectives.
LTIP PSUs:
•Returned to multi-year compensation revenue and compensation adjusted net income earnings per share goals, where payout can range from 0-200% of target with cliff vesting on third anniversary of grant •Added a 3-year ±15% relative TSR modifier, with performance measured against other companies in the S&P 400 Index	•We are a growth-focused company. •These metrics and this vehicle align with multi-year business objectives, and further support alignment with shareholder value creation outcomes.

As discussed above, we successfully protected shareholder value during 2020, through a pandemic, while also positioning WEX for future growth. For 2021, we returned to absolute revenue and profit-based growth metrics in our STIP and LTIP programs. One example that reinforces our view that our 2020 compensation-related actions successfully positioned WEX for future growth is that threshold Company goals for compensation adjusted revenue and compensation adjusted operating income in our 2021 STIP program each reflect material growth versus 2020. For any payout whatsoever, even 50% of target, to result from our 2021 STIP program for our NEOs, there must be material growth in the compensation adjusted revenue and compensation adjusted operating income of WEX year-over-year.

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Peer Group

We have created a target compensation structure that focuses on the median of our selected compensation benchmarking peer companies, but also allows total target compensation to vary to reflect other considerations, such as Company performance, individual experience, job responsibilities and other individual performance factors. A key element of this process is selecting a relevant peer group against which we compare NEO pay elements. The Committee determines the composition of our compensation benchmarking peer group, considering input from its independent compensation consultant and management, among other factors, such as size, business, operating characteristics and competition for executive talent. For 2020, our compensation benchmarking peer group consisted of the 12 companies shown below, whose aggregate profile was comparable to WEX.

2020 Compensation Benchmarking Peer Group
Black Knight, Inc.	FLEETCOR Technologies, Inc.
Broadridge Financial Solutions, Inc.	Jack Henry & Associates, Inc.
Cardtronics, Inc.(1)	Paychex, Inc.
CSG Systems International, Inc.	Paycom Software, Inc.
Euronet Worldwide, Inc.	Square, Inc.
EVERTEC, Inc.	Virtusa Corporation(2)

(1)Cardtronics, Inc. has entered into an agreement to be acquired. Upon completion of the transaction, Cardtronics will become a privately held company, and will no longer be a part of the peer group.

(2)Virtusa Corporation was acquired and taken private in February 2021; therefore going forward, Virtusa will no longer be a part of the peer group.

Metrics	WEX ($millions)	Peer Median ($millions)
Market Capitalization (at 12/31/2020)	$8,982	$13,048
2020 EBITDA Margin	29%	24%
2020 Revenue	$1,560	$1,505
3-Year Revenue Growth	24%	24%

Peer group data and other information provided to the Committee were considered in setting target compensation levels for our NEOs. For purposes of defining the market for each individual role, the Committee used peer group data for all NEOs, including our CEO, CFO and other NEOs who each lead a business unit.

During 2020, on average, target total direct compensation of our NEOs was positioned within a competitive range of the market median. Adjustments are typically made when we believe that there is a market-based gap and/or as warranted by individual performance.

The Committee also regularly reviews the Company's TSR relative to compensation benchmarking peers. In addition to – and separate from – our compensation benchmarking peer group, we have also created a performance benchmarking peer group to provide our Committee and management team with additional reference information relating to compensation program practices and financial performance. The Committee determined the composition of our performance benchmarking peer group considering input from its independent compensation consultant and management, as well as from the Company's investors, among other factors, such as business, growth rate and operating characteristics. For 2021, our performance benchmarking peer group consists of the 12 companies shown below.

2021 Performance Benchmarking Peer Group
Equifax Inc.	HealthEquity, Inc.
EVO Payments, Inc.	Intuit Inc.
Fidelity National Information Services, Inc.	Jack Henry & Associates, Inc.
Fiserv, Inc.	Mastercard Incorporated
FLEETCOR Technologies, Inc.	TransUnion
Global Payments Inc.	Visa Inc.

62     WEX Inc.

EXECUTIVE COMPENSATION

Other Compensation Program and Governance Features

Compensation Risk Assessment

The Committee considers the potential risk to the Company from its compensation programs and policies. The Committee also reviews a risk assessment of our compensation policies, practices and programs covering employee groups, conducted by representatives from Human Resources working with the Committee’s independent compensation consultant. The analysis evaluates the levels of risk-taking that potentially could be encouraged by our compensation arrangements, taking into account the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives and the Company’s overall risk profile. We concluded that WEX has an executive compensation program that balances competitive compensation with performance incentives and does not use compensation policies or practices — across employee groups — that create risks that are reasonably likely to have a material adverse effect on the Company. Select identified risk-mitigation features with respect to our NEOs include the following:

•A competitive base salary, which provides executives with ongoing income;

•Budget and goal-setting processes that involve multiple levels of review;

•Independent oversight of incentive program design and payouts;

•Different performance-measurement and time-based vesting requirements between our short-term and long-term incentive programs;

•Stock ownership guidelines, clawback, anti-hedging and anti-pledging policies; and

•Committee approval for all Section 16 Executive Officer compensation.

Tax Deductibility of Compensation

Internal Revenue Code Section 162(m) generally limits the tax deductibility of compensation paid to certain executive officers (and, beginning for 2018, certain former executive officers) to $1 million in any taxable year. Historically, an exception was available for compensation that qualified as “performance-based” within the meaning of Section 162(m), but the exception has now been repealed, effective for taxable years beginning after December 31, 2017, subject to certain transition rules. It has been our historical policy (prior to 2018) to structure certain compensation arrangements with our executive officers in a manner intended to qualify as performance-based, so as to potentially maximize the tax deductibility of that compensation for U.S. federal income tax purposes. However, there have been cases where the benefit of such tax deductibility was outweighed by other objectives. Furthermore, incentive compensation opportunities provided in 2018 and in future years can no longer qualify for the previously available performance-based exception due to 2017 tax reform legislation (i.e., the Tax Cuts and Jobs Act). As a result, for taxable years beginning after December 31, 2017, all compensation in excess of $1 million paid to specified executives will not be deductible, subject to certain grandfathering rules. The Committee has and will continue to review on a periodic basis the effect of Section 162(m) and may use its judgment to authorize compensation payments that are in excess of the deduction limit when it believes such payments are appropriate.

Accounting Implications

In designing our compensation and benefit programs, the Committee reviews and considers the accounting implications of its decisions, including the accounting treatment of amounts awarded or paid to our executives.

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Executive Stock Ownership Guidelines

To further support alignment of the interests of management and stockholders, we maintain stock ownership guidelines for our executives. The guidelines require that executives attain a specified level of ownership of shares of the Company’s common stock equal in value to a multiple of base salary within the later of five years of the executive’s appointment to their role or the applicability of these guidelines:

2020 Guidelines
Role	Multiple of Base Salary
Chief Executive Officer	5.0x
Other NEOs	3.0x

Until the minimum level of ownership is achieved, executives must retain, net after tax, 50% of any shares of our common stock earned upon vesting of PSUs or RSUs or purchased upon exercise of options.

The Committee reviews the ownership level for covered executives each year. As of the 2020 measurement of ownership, all NEOs were in compliance with the minimum required level of ownership prescribed by the guidelines. “Equity,” for the purposes of executive ownership guidelines, includes shares of our common stock owned directly or indirectly and ownership interests in the WEX Common Stock Fund held in the Company’s 401(k) Plan, as well as 50% of unvested time-based RSU awards. Stock options and unearned, unvested PSUs are not counted.

Anti-Hedging and Anti-Pledging Policies

We maintain a policy that prohibits directors and executive officers from purchasing any financial instrument, or entering into any transaction, that is designed to hedge or offset a decrease in the market value of Company stock (including, but not limited to, prepaid variable forward contracts, equity swaps, collars or exchange funds) or from pledging, hypothecating, or otherwise encumbering shares of Company stock as collateral for indebtedness.

Clawback Policy

We maintain a policy regarding the recoupment of incentive compensation from executive officers in specified situations. In the event of a restatement of the financial results of the Company due to material noncompliance of the Company with any financial reporting requirement under the U.S. federal securities laws or other misconduct on behalf of a current or former executive officer, the result of which is that any performance-based compensation paid to a current or former executive officer of the Company would have been a lower amount, the Committee will review such performance-based compensation to determine the appropriateness of seeking to recover any excess compensation. Such review would include a determination as to whether any executive officer engaged in misconduct, fraud or intentional illegal conduct, which materially contributed to the need for such restatement.

Benefits and Perquisites

We provide competitive benefits to attract and retain associates at all levels. This includes a health and welfare benefits package and a 401(k) plan. Beginning in 2020, the Company began offering reimbursement to our NEOs each year for executive physical exams and financial counseling, up to $4,000 and $12,000 per year, respectively as part of our Financial Wellness Program. The decision to offer such potential reimbursement was authorized by the Committee to support the physical and financial well-being of our NEOs. The Company continues to evaluate the usefulness of perquisites to our overall compensation program. There are no other perquisites provided to any of our NEOs.

64     WEX Inc.

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Nonqualified Deferred Compensation

The Company administers the WEX Inc. 2005 Executive Deferred Compensation Plan, or 2005 EDCP, and the 2017 WEX Inc. Executive Deferred Compensation Plan, or 2017 EDCP. The 2005 EDCP was frozen to new contributions on December 31, 2017 and was replaced by the 2017 EDCP which has the same characteristics as the 2005 EDCP. Both the 2005 EDCP and the 2017 EDCP provide executive officers with the opportunity to defer up to 80 percent of base salary and/or up to 98 percent of short-term incentive compensation. The Company provided a match of up to 6 percent of the participant’s applicable short-term incentive compensation program award under the 2005 EDCP and now provides the same match for the 2017 EDCP. Investment income on contributions and Company match is accrued for participants to reflect performance of investment funds identified by each participant during their annual election period. The investment funds and their performance used to calculate earnings in the 2005 EDCP and 2017 EDCP generally mirror those used in the 401(k) Plan.  

Each of the NEOs was eligible to participate in the 2017 EDCP during 2020, and all except Robert Deshaies chose to defer a portion of his or her 2020 short term incentive compensation under the plan.

Prior to our initial public offering, we offered the WEX Inc. Supplemental Investment and Savings Plan, or SERP, which allowed participants to defer compensation. The SERP was frozen to new contributions on December 31, 2004. Ms. Smith has a balance in the SERP, which continues to earn investment returns based on the funds she selects from an available menu. We believe these investment returns are market competitive for the type of funds offered; there is no preferential interest earned in either the 2005 EDCP or SERP accounts. No other current executive officers participated in the SERP when it was an active plan.

2020 Awarded Compensation

The following table, which we refer to as the Awarded Compensation Table, shows the Committee’s compensation decisions for the NEOs for levels of salary, target STIP opportunity and target value for equity grants made during 2020 and 2019, in the manner in which it was considered by the Committee.

Name	Year	Salary		Target STIP Cash		Target Annual Equity Awards		Total Target Annual Compensation		Business Continuity and Outperformance Grant Target Award
Melissa Smith	2020	$	770,000	$	1,155,000	$	6,000,000	$	7,925,000	$	6,000,000
	2019	$	770,000	$	1,078,000	$	4,600,000	$	6,448,000	$	—
Roberto Simon	2020	$	550,000	$	550,000	$	2,000,000	$	3,100,000	$	2,000,000
	2019	$	500,000	$	400,000	$	1,500,000	$	2,400,000	$	—
Scott Phillips	2020	$	475,000	$	380,000	$	1,700,000	$	2,555,000	$	1,700,000
	2019	$	475,000	$	380,000	$	1,400,000	$	2,255,000	$	—
Robert Deshaies	2020	$	425,000	$	318,750	$	1,200,000	$	1,943,750	$	1,200,000
	2019	Promoted to President, WEX Health during 2019; was not an Executive Officer until 3rd quarter of 2019
Joel Dearborn	2020	$	400,000	$	300,000	$	1,300,000	$	2,000,000	$	1,000,000
	2019	$	400,000	$	300,000	$	1,300,000	$	2,000,000	$	—

While the Awarded Compensation Table above summarizes how the Committee viewed its annual target compensation decisions for the NEOs, it is not a substitute for the Summary Compensation Table on page 69.

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EXECUTIVE COMPENSATION

This presentation in the Awarded Compensation Table differs from that contained in the Summary Compensation Table in the following respects:

•Salary: The table above reflects the annual base salary rate applicable for each NEO approved by the Committee in the first quarter of the relevant year, other than for Mr. Simon, where salary rate represents an amount approved by the Committee in the fourth quarter of 2020. The “Salary” column in the Summary Compensation Table presents the amount of base salary actually earned during the relevant year.

•Target STIP Cash: The table above reflects the target cash annual incentive (STIP) award payable to our NEOs for the relevant year. The “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table presents the actual STIP cash payout made to the NEOs for each year.

•Target Annual Equity Awards: The column “Target Annual Equity Awards” in the table above reflects the target grant date value of NEO equity awards, as approved by the Committee during the first quarter of the relevant year. In contrast to the Summary Compensation Table, the column “Target Annual Equity Awards” in the table above does not include (i) the Business Continuity and Outperformance Grant, which is reflected in a separate column in the table above; and (ii) incremental fair value associated with modifications to 2019 and 2020 PSU awards, which did not reflect new PSU awards, and which incremental expense is primarily the result of incorporation of a relative TSR performance metric, which were compensation decisions made by the Committee in June 2020 in response to the impact of the COVID-19 pandemic. The column above also does not include other immaterial value differences resulting from rounding to whole (non-fractional) share units and option award numbers on grant date.

•Total Target Annual Compensation: The amounts disclosed in the column “Total Target Annual Compensation” in the table above differ from the amounts reported in the “Total” column of the Summary Compensation Table due to the different methodologies discussed in the notes above and below. Additionally, the table above excludes values reported in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” and “All Other Compensation” columns of the Summary Compensation Table. The Company does not view such values as primary components of regular annual compensation and therefore the Committee did not consider such items in determining compensation for 2020.

•Business Continuity and Outperformance Grant Target: The column “Business Continuity and Outperformance Grant Target” in the table above reflects the target grant date value of a special equity award, which was approved by the Committee in June 2020 in response to the COVID-19 pandemic and was not viewed by the Committee as part of our core annual NEO target compensation program. For further discussion on this award, see the sections titled the “2020 Business Continuity and Outperformance Grant” and “Impact of COVID-19 on Compensation”. In contrast to the Summary Compensation Table, the values in the table above reflect a grant date value based on target performance and the Company’s stock price at grant, whereas the values in the Summary Compensation Table reflect a higher grant date fair value amount resulting from the use of relative TSR as a performance metric. The values in the table above also do not include other immaterial value differences resulting from rounding to whole (non-fractional) share unit award numbers on grant date.

66     WEX Inc.

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Compensation Committee Report

The Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management. Based on our review and discussions with management, the Committee recommended to the Board of Directors that the CD&A be included in this proxy statement and incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2020.

THE LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE

Daniel Callahan (Chair)
James Neary
Susan Sobbott
Jack VanWoerkom

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Executive Compensation Tables

2020 Summary Compensation Table

This 2020 Summary Compensation Table reflects the compensation of our NEOs in accordance with SEC reporting rules, which require the incremental fair value of an equity award modification to be included in the Summary Compensation Table for the year in which the modification occurs.

•As a result, 2020 Stock Awards for our NEOs in the Summary Compensation Table below include the incremental fair value associated with modification of their 2020 annual PSUs, which occurred in 2020, as well as the original grant date value for their 2020 annual PSUs (see footnote (3) to this Summary Compensation Table, and the 2020 Grants of Plan Based Awards Table below).

•Also as a result, 2020 Stock Awards for our NEOs in the Summary Compensation Table below include the incremental fair value associated with the modifications of their 2019 annual PSU awards, which occurred in 2020, while the full original grant date value for their 2019 annual PSUs remains reflected in the 2019 Stock Awards for our NEOs in the Summary Compensation Table below.

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)(4)		Option Awards ($)(5)		Non-Equity Incentive Plan Compensation ($)(6)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(7)		All Other Compensation ($)(8)		Total ($)
Melissa Smith Chair and CEO	2020	$	725,577	$	—	$	16,523,075	$	1,499,996	$	1,242,780	$	25,825	$	93,400	$	20,110,653
	2019	$	763,269	$	—	$	3,450,218	$	1,150,020	$	1,006,172	$	35,545	$	77,170	$	6,482,394
	2018	$	729,615	$	—	$	2,699,878	$	899,992	$	1,212,474	$	—	$	88,758	$	5,630,717
Roberto Simon Chief Financial Officer	2020	$	491,539	$	—	$	5,827,425	$	400,013	$	612,466	$	—	$	68,293	$	7,399,736
	2019	$	500,000	$	—	$	1,200,156	$	300,020	$	390,336	$	—	$	40,258	$	2,430,770
	2018	$	500,000	$	—	$	999,697	$	249,978	$	445,125	$	—	$	37,822	$	2,232,622
Scott Phillips President, Global Fleet	2020	$	461,298	$	—	$	4,959,480	$	340,007	$	465,975	$	—	$	57,059	$	6,283,819
	2019	$	475,000	$	—	$	1,120,318	$	280,031	$	369,636	$	—	$	38,978	$	2,283,963
	2018	$	475,000	$	—	$	999,697	$	249,978	$	359,100	$	—	$	35,580	$	2,119,355
Robert Deshaies President, Health	2020	$	412,740	$	—	$	3,482,563	$	240,022	$	346,800	$	—	$	29,100	$	4,511,225
	2019	$	412,535	$	50,000	$	740,592	$	35,026	$	363,531	$	—	$	18,141	$	1,619,825
Joel Dearborn President, Corporate Payments	2020	$	388,462	$	—	$	3,357,734	$	260,012	$	291,000	$	—	$	35,429	$	4,332,637
	2019	$	380,769	$	—	$	1,040,111	$	260,041	$	283,744	$	—	$	33,825	$	1,998,490

In addition – while not a substitute for this Summary Compensation Table or any other compensation disclosure required by the SEC – we encourage you to reference the 2020 Awarded Compensation section and table on page 66 within the Compensation Discussion and Analysis above, that summarizes how the Committee viewed its 2020 annual target compensation decisions for the NEOs, including target values for their 2020 equity awards.

(1)This column shows the actual amount of base salary earned by the NEOs during 2020, which amounts are reflective of the temporary salary reductions instituted during 2020 as a result of COVID-19. For further information about these salary reductions, see Compensation Discussion & Analysis - Executive Summary - Impact of COVID-19 on Compensation. The amounts shown in this column include any amounts that may be contributed by each named executive officer on a pre-tax basis to the Company’s 401(k) plan and 2017 EDCP.

(2)This was a one-time cash award associated with Mr. Deshaies' promotion to President, Health that was earned in 2019 but paid in 2020.

(3)The amounts shown in this column represent the (i) aggregate grant date fair value of PSUs and RSUs granted during 2020, 2019, and 2018, respectively, calculated in accordance with FASB ASC Topic 718 and (ii) for 2020 only, the aggregate incremental fair value related to the modifications made on June 23, 2020 to the PSUs granted on March 20, 2019, September 16, 2019 (Mr. Deshaies' promotion related PSU more fully described under 2020 Total Direct Compensation - 2019 LTIP Grant Payout) and March 16, 2020. The aggregate incremental fair value was calculated as of the modification date in accordance with FASB ASC Topic 718 and does not represent new PSU awards to our NEOs.

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Aggregate Incremental Fair Value for PSU Modifications Included in 2020 Stock Awards (does not represent new PSU awards)
Melissa Smith	Roberto Simon	Scott Phillips	Robert Deshaies	Joel Dearborn
$3,763,231	$1,252,779	$1,071,033	$737,487	$830,207

A portion of the amounts shown in this column represents the value of PSUs and RSUs granted in June 2020, referred to collectively as the Business Continuity and Outperformance Grant. The value reported in this column for the Business Continuity and Outperformance Grant for each NEO reflects the grant date fair value reported in accordance with FASB ASC Topic 718, which is significantly greater than the corresponding target grant values approved by the Committee, as shown in the table below, which is not a substitute for this Summary Compensation Table or any other compensation disclosure required by the SEC. The Committee approved a methodology where the target grant values were to be divided by the grant date closing stock price to determine the number of shares subject to the applicable PSU at target performance.

June 2020 Business Continuity and Outperformance Grant Incremental Fair Value for Equity Grant Included in 2020 Stock Awards vs. Target Grant Value Approved by the Committee
	Melissa Smith	Roberto Simon	Scott Phillips	Robert Deshaies	Joel Dearborn
Difference (Reported vs. Target)	$2,259,727	$974,597	$828,334	$585,002	$487,511

The significantly higher reported value required to be included in the Summary Compensation Table for the Business Continuity and Outperformance Grant for each NEO is primarily the result of our use of a market-based performance metric (i.e., relative TSR) and the related requirements for the grant date fair value calculation for PSU awards with such a performance metric under FASB ASC Topic 718. The Committee was aware that the Summary Compensation Table would require the Company to report a higher value, but did not believe it was appropriate to change the Committee’s standard PSU award denomination approach, as used in prior years, solely due to the reporting requirements of the Summary Compensation Table.

Assumptions used in the calculation of the amounts in this column are included in the Company’s audited financial statements for the fiscal years ended December 31, 2020, 2019, and 2018 included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021, February 28, 2020, and March 18, 2019, respectively.

(4)For PSUs reported in this column, the amounts in the table reflect the grant date fair value of such awards based upon the probable outcome of the performance conditions at the grant date calculated in accordance with FASB ASC Topic 718 or the incremental fair value of modifications at the time of modification, also calculated in accordance with FASB ASC Topic 718. Assuming the highest level of performance conditions were achieved, the value for PSUs granted in 2020 included in the “Stock Awards” column would be $24,099,295 for Ms. Smith; $8,586,352 for Mr. Simon; $7,298,418 for Mr. Phillips; $5,152,436 for Mr. Deshaies; and $4,653,454 for Mr. Dearborn. The corresponding amounts for fiscal years 2019 and 2018 are described in the similar sections of our fiscal year 2019 and 2018 proxy statements.

(5)The amounts shown in this column represent the aggregate grant date fair value of option awards made during 2020, 2019, and 2018, respectively, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements for the fiscal years ended December 31, 2020, 2019, and 2018, included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 1, 2021, February 28, 2020, and March 18, 2019, respectively.

(6)The amounts shown in this column reflect the cash incentive award made in March 2021 for 2020 STIP results, March 2020 for 2019 STIP results, and March 2019 for 2018 STIP results, respectively, and include amounts contributed by each named executive officer on a pre-tax basis to the Company’s 2017 EDCP (for 2020, 2019 and 2018 STIP results).

(7)The amounts shown reflect SERP above-market earnings.

(8)The following table describes the elements that are represented in the “All Other Compensation” column above:

ALL OTHER COMPENSATION

Name	401(k) or Other Retirement Plan Employer Match ($)		2017 EDCP Employer Match ($)(1)		Other ($)(2)		Total ($)
Melissa Smith	$	17,100	$	74,567	$	1,733	$	93,400
Roberto Simon	$	17,100	$	36,748	$	14,445	$	68,293
Scott Phillips	$	17,100	$	27,959	$	12,000	$	57,059
Robert Deshaies	$	17,100	$	—	$	12,000	$	29,100
Joel Dearborn	$	17,100	$	17,460	$	869	$	35,429

(1)The amounts reflect the Company’s contributions to the executive officer under the 2017 EDCP which were earned in 2020 and made in 2021.

(2)The amounts reflect the value received as part of our Financial Wellness Program, including (i) reimbursement of $12,000 for external financial advising services for Mr. Simon, Mr. Phillips and Mr. Deshaies and (ii) reimbursement of physical exams for Ms. Smith of $1,733, Mr. Simon of $2,445, and Mr. Dearborn of $869.

2021 Proxy Statement     69

EXECUTIVE COMPENSATION

2020 Grants of Plan-Based Awards Table

The following table represents all plan-based awards granted to the named executive officers in 2020:

			Date of Committee Action	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)(3)
Name	Type of Award(1)	Grant Date		Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)
Melissa Smith	STIP			577,500	1,155,000	1,732,500	—	—	—	—	—	—	—
	RSU(4)	3/16/2020	3/2/2020	—	—	—	—	—	—	8,208	—	—	900,089
	RSU(5)	6/24/2020	6/23/2020	—	—	—	—	—	—	9,367	—	—	1,500,031
	PSU(6)	3/16/2020	3/2/2020	—	—	—	16,415	32,829	65,658	—	—	—	3,600,028
	PSU(7)(8)	6/24/2020	6/23/2020	—	—	—	14,051	28,101	70,253	—	—	—	6,759,696
	Mod. PSU(9)	6/23/2020	6/23/2020	—	—	—