WEX DEF 14A Report ended Dec. 31, 2019

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•	elect three directors for three-year terms,

•	conduct an advisory (non-binding) vote on the compensation of our named executive officers,

•	vote to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and

•	consider any other business properly coming before the meeting.

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•	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.

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•	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.

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•	Strong Commitment to Board Diversity: 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.

•	A Significant Part of our Business is Based on Reducing Fuel Consumption: For our Fleet segment, we provide the controls, business insights and data that allow our customers to optimize their fuel consumption. This access to data enables our customers to reduce fuel consumption and drive their cost and carbon footprint lower.

•	Environmental Commitment: In developing new locations and workplaces, we are taking 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.

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Commitment to Great Place to Work Measurements: In further advancement of our strategy to enhance the workplace experience and performance, we have continued our participation in the Great Place to Work program and have now been certified for each of the three years we have sought certification. Great Place to Work leverages 30 years of research to quantify the current state of workplace culture and provides an objective comparison to the best workplaces in the world.

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Established employee resource groups (ERGs) with a Focus on Workplace Engagement: Recognizing the value of employee engagement and the positive impact on our culture, we have implemented employee resource groups (ERGs) that focus on: early career professionals (NexGen); veterans' interests (WEXVets); parenting support (Parents@WEX); the LGBTQ+ community(WEXPride); empowering women (Women@WEX); those with differing abilities (WEXcessibility for all); and,

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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. To initiate and fund the WEX Cares Foundation, 100% of our Board and executive leadership team committed to making a donation so that the WEX Cares Foundation is able to immediately execute on the mission of supporting WEX employees experiencing an event of need. We intend to utilize the WEX Cares Foundation to bolster our approach to addressing the impact of COVID-19 on our employee population.

•

Stockholder Outreach: Following our 2018 annual meeting, 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 2019.

•	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.

•	Engaged Third Economy LLC, a sustainable investment research and advisory firm in partnership with Broadridge Financial Solutions, Inc. to advise on sustainability strategy and execution in accordance with SASB (Sustainability Accounting Standards Board) and other leading frameworks.

•	Our Board believes that having one person serve as Chair and Chief Executive Officer allows that individual to use 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.

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•	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 independent 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.

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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.

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•	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.

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(1)

This column is the aggregate fair value of stock awards granted on May 9, 2019, and with respect to Ms. Sobbott and Mr. Callahan only, December 12, 2019. 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 grant date fair value of the stock awards granted on May 9, 2019 to Mr. Callahan and Ms. Sobbott was $184,946 and the fair value of the stock awards granted on December 12, 2019 to Mr. Callahan and Ms. Sobbott was $50,193. The aggregate number of RSUs outstanding for each non-employee director as of December 31, 2019 is as follows: Mr. Bachman — 662; Mr. Callahan — 1,156; Mr. Dubyak — 907; Mr. Ghosh — 662; Dr. Moriarty — 735; Mr. Neary — 662; Mr. Smith — none; Ms. Sobbott — 1,156; Ms. Sommer — 662; and Mr. VanWoerkom — 662.

(2)	Mr. Callahan’s term began in May 2019 upon election at the 2019 Annual Meeting.

(3)	Mr. Pond did not stand for reelection at the 2019 Annual Meeting and as such did not have any stock awards outstanding as of December 31, 2019.

(4)	Mr. Smith’s term began in September 2019 upon appointment by the Board.

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Build the best-in-class growth engine. We seek to drive organic growth across our segments by maintaining a continual focus on go-to-market effectiveness. We achieve this through superior product capability, sales and marketing productivity, and disciplined revenue management practices. During 2019, we experienced significant revenue growth in each of our segments. Additionally, WEX was recognized by Fortune Magazine in its 2019 list of the 100 fastest growing publicly traded companies. Our organic growth is complemented by our acquisition strategy, which brings further scale and differentiation to our offerings. In January 2019, we closed the acquisition of Noventis, Inc., which expands our reach as a corporate payments supplier and provides more channels to billing aggregators and financial institutions. In February 2019, we acquired Pavestone Capital, a recourse factoring company that provides working capital to businesses. This acquisition complements our existing fleet factoring business. In March 2019, we closed the acquisition of Discovery Benefits, Inc., an employee benefits administrator that provides our partners and customers with a more comprehensive suite of products and services and opens go-to-market channels to include consulting firms and brokers. In July 2019, we closed the acquisition of Go Fuel Card, strengthening our position in the European fuel market.

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Cement a reputation for flawless execution. We stand apart in our segments by reliably delivering the best solutions to our partners and customers. We are continually optimizing our customer service and cost structure, and capturing new revenue synergies across our lines of business. Gains in operational efficiency simplify our business, making us more nimble to meet customer needs and capture market opportunities as they arise.

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Invest in our people. We prioritize our ability to attract, develop, and retain top-tier talent across all lines and support functions of our business. The Company was certified as a Great Place to Work® in the U.S. in 2019 for the third consecutive year and was named #4 on Vault.com’s “100 Best Internships of 2020” list. The Company has continued to expand its Employee Resource Groups across the globe, currently counting seven groups with over 250 active members and allies.

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Lead through superior technology. As our markets evolve, our ability to deliver superior technological solutions continues to set us apart from our peers. We continue to develop innovative technological capabilities to accelerate our digital transformation and differentiate ourselves in the marketplace. The Company’s continued focus on building new capabilities in the cloud and transitioning existing platforms to cloud environments reflects our Cloud First development strategy and positions us well for future growth. During 2019, we successfully migrated our North American fleet technology platform to a secure private cloud. In addition, we continue to migrate our U.S. travel operations onto an internal cloud-based virtual card platform that we acquired as part of the AOC acquisition. We expect that these moves will allow us to improve performance, stability and scalability, increase the pace of product development and deliver cost savings. Investment in technological innovation with a focus on artificial intelligence and machine learning has yielded results through expanded reporting, analysis and fraud detection capabilities. We expect continued development of enterprise-wide data management tools and investment in artificial intelligence and machine learning to continue to drive innovation across the Company.

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•	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.

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•	changes to executive 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.

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•	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;

•	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; and

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

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(1)	The percentages for each NEO represent the weight that the corporate goals are provided in determining 2019 actual STIP payout.

(1)	Compensation Adjusted Revenue means 2019 revenue as reported in the Form 10-K filing reporting the Company’s results for the performance period adjusted for the difference between 2019 reported fuel prices and foreign exchange rates and Board-approved, budgeted 2019 fuel price and foreign exchange rate assumptions. The results were further adjusted for other items as shown in Appendix A.

(2)

Compensation Adjusted Operating Income means 2019 operating income as reported in the Form 10-K filing reporting the Company’s results for the performance period adjusted for: foreign exchange rate impacts compared to the Board approved 2019 Budget, fuel price differences compared to the Board approved 2019 Budget, acquisition-related intangible amortization, other acquisition and divestiture related items, stock-based compensation, restructuring and other costs, and debt restructuring costs. The results were further adjusted for other items as shown in Appendix A.

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(1)	Reflects base salary as paid during full year 2019.

(2)	IPF rounded to nearest tenth.

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(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 PPG and other items as shown in Appendix A.

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(1)	Global Payments Inc. merged with Total System Services in September of 2019. As such, Total System Services, Inc. was excluded from Peer Median calculations, shown below (with the exception of market capitalization, which reflects last available data) and in the Executive Summary above, which take into account full year fiscal 2019 results.

(2)	Worldpay Inc. was acquired by Fidelity National Information Services in July of 2019. As such, Worldpay. Inc. was excluded from Peer Median calculations, shown below (with the exception of market capitalization, which reflects last available data) and above in the Executive Summary, which take into account full year fiscal 2019 results.

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•	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.

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(1)	Includes amounts that may be contributed by each named executive officer on a pre-tax basis to the Company’s 401(k) plan, 2017 EDCP (for 2018 and 2019) and 2005 EDCP (for 2017).

(2)	This was a one-time cash award associated with Mr. Deshaies' promotion to President, Health that will be paid in equal quarterly installments starting in 2020.

(3)

The amounts shown in this column represent the aggregate grant date fair value of stock awards made during 2019, 2018, and 2017, respectively, calculated in accordance with FASB ASC Topic 718, assuming performance at target. Assumptions used in the calculation of these amounts are included in the Company’s audited financial statements for the fiscal years ended December 31, 2019, 2018, and 2017 included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020, March 18, 2019, and March 1, 2018, respectively. For PSUs, the amounts in the table reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2019 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $5,520,275, $1,800,049, $1,680,293, $1,560,166, and $810,635 for Ms. Smith, Mr. Simon, Mr. Phillips, Mr. Dearborn, and Mr. Deshaies, respectively. The value of the 2018 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $4,319,995, $1,499,704, and $1,499,704 for Ms. Smith, Mr. Simon, and Mr. Phillips, respectively. The value of the 2017 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $3,959,973, $1,679,830, and $1,199,998 for Ms. Smith, Mr. Simon, and Mr. Phillips, respectively.

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(4)

The amounts shown in this column represent the aggregate grant date fair value of option awards made during 2019, 2018, and 2017, 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, 2019, 2018, and 2017, included in the Company’s Annual Reports on Form 10-K filed with the Securities and Exchange Commission on February 28, 2020, March 18, 2019, and March 1, 2018, respectively.

(5)

The amounts shown reflect the cash incentive awarded in March 2020 for 2019 STIP results, March 2019 for 2018 STIP results, and March 2018 for 2017 STIP results, respectively, and include amounts contributed by each named executive officer on a pre-tax basis to the Company’s 2017 EDCP (for 2019 and 2018 STIP results) and 2005 EDCP (for 2017 STIP results). For Mr. Phillips, the amount shown in 2017 also reflects a payment of $1,488,000, relating to the EFS performance incentive plan.

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

(7)	The following table describes the elements that are represented in the “All Other Compensation” column for the 2019 Summary Compensation Table:

(1)	The amounts reflect the Company’s contributions to the executive officer under the 2017 EDCP which were earned in 2019 and made in 2020.

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(1)	All March 20, 2019 equity awards are granted under the 2010 Equity and Incentive Plan. All other awards are granted under the 2019 Equity and Incentive Plan.

(2)	RSUs granted on March 20, 2019 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of RSUs received by each named executive officer was determined by dividing the total award amount granted by the fair market value of our common stock on the date of grant.

(3)	PSUs granted on March 20, 2019 under the 2019 LTIP may convert to RSUs based on the achievement of predetermined performance goals for the Company’s Compensation Adjusted Net Income Earnings Per Share and Compensation Revenue over 2019, 2020 and 2021. Once converted to RSUs, these vest in full on the third anniversary of the grant date.

(4)	Non-qualified stock options granted on March 20, 2019 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of non-qualified stock options received by each named executive officer was determined by dividing the total award amount granted by the Black-Scholes calculated value on the date of grant.

(5)	Represents the aggregate grant date fair value of option awards and RSUs calculated in accordance with FASB ASC Topic 718. Represents the aggregate grant date fair value of PSUs calculated in accordance with FASB ASC Topic 718 based on the probable outcome of performance goals.

(6)	RSUs granted to Mr. Deshaies on September 16, 2019 were related to his promotion to President, Health. The RSUs vest in full on the third anniversary of the grant date. The number of RSUs was determined by dividing the total award amount granted by the fair market value of our common stock on the date of grant.

(7)	PSUs granted to Mr. Deshaies on September 16, 2019 were related to his promotion to President, Health. The PSUs granted may convert to RSUs based on the achievement of predetermined performance goals for the Company’s Compensation Adjusted Net Income Earnings Per Share and Compensation Revenue over 2019, 2020 and 2021. Once converted to RSUs, these vest in full on March 20, 2022.

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(1)	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date.

(2)

Vests upon the attainment of specified stock price hurdles beginning on the third anniversary of the grant, being May 10, 2020, and ending on the fifth anniversary of the grant, being May 10, 2022. The stock price hurdles are as follows: (a) 50% of the total award vests if the closing stock price is at least $149.53 for 20 consecutive trading days during the two year period beginning May 10, 2020; (b) additional 25% of the total award vests if the closing stock price is at least $174.45 for 20 consecutive trading days during the two year period beginning May 10, 2020; and, (c) the final 25% of the total award vests if the closing stock price is at least $199.38 for 20 consecutive trading days during the two year period beginning May 10, 2020, in each instance so long as the recipient remains employed with the Company.

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(3)	The following table shows the number of RSUs, by grant date, which have not yet vested as of December 31, 2019:

(4)	Reflects the value as calculated based on the closing price of the Company’s common stock ($209.46) on December 31, 2019.

(5)	These amounts represent the number of PSUs granted assuming maximum performance conditions are met. The following table shows the PSUs, by grant date, where achievement of the performance conditions have not yet been determined as of December 31, 2019:

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(1)	The amounts shown in this column have been reported in Salary and/or Non-Equity Incentive Plan Compensation of the Summary Compensation Table for 2019.

(2)	Participant contributions to the 2017 EDCP are matched on annual short term incentive program payments only. WEX matches the executives’ short-term incentive deferral up to a maximum of 6% of their total short term incentive program award. The amounts shown in this column have been reported in the All Other Compensation column of the Summary Compensation Table for 2019.

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(3)	Earnings on the SERP are included in the Summary Compensation Table. The Company does not pay above-market interest rates on the 2005 EDCP and 2017 EDCP, and thus earnings on the 2005 EDCP and 2017 EDCP are not included in the Summary Compensation Table.

(4)	Includes the earnings and balance on December 31, 2019 of the SERP, which is explained in the Nonqualified Deferred Compensation Section of the CD&A.

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(1)	Basic severance benefit is payable in the case of the executive officer resigning for “good reason” or if the executive officer is terminated “without cause,” each as defined in the WEX Inc. Executive Severance Pay and Change in Control Plan.

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(2)

“Change in Control” means, in summary: (i) an acquisition of 50 percent or more of either the then-outstanding shares of common stock or the combined voting power of the then-outstanding voting securities of the Company excluding certain specified acquisitions; (ii) a change in the composition of the Board such that the individuals who constitute the Board at that point in time cease to constitute a majority of the Board; (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of shares or assets of another company excluding certain specified transactions; or (iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. If an executive terminates and receives benefits under the 2010 Equity and Incentive Plan and 2019 Equity and Incentive Plan, and then is rehired, subsequent benefits may not be paid and/or reimbursement of a portion of benefits already paid can be required.

(3)	Upon a “Change in Control” of the Company, if the surviving entity does not agree to assume the obligations set forth in the equity award agreement, then the equity award shall become immediately and fully vested, subject to any terms and conditions set forth in the 2010 Equity and Incentive Plan and 2019 Equity and Incentive Plan or imposed by the Committee.

(4)

In connection with any separation of employment by an executive officer, the officer shall execute and not timely revoke a separation agreement and release, in a form acceptable to the Company, in order to receive the basic severance and/or change in control severance benefits described. Each separation agreement shall include terms relating to non-competition, non-solicitation, non-disparagement and non-disclosure, as well as a release of claims. To the extent there is a violation of the restrictions or obligations in the separation agreement, the Company may cease future payments, obtain injunctive or other equitable relief or seek reimbursement of previously paid amounts, as well as any other remedies available to the Company under the WEX Inc. Executive Severance Pay and Change in Control Plan or applicable law.

(5)	Each of the executive officers has agreed to provisions which restrict the executive officer from performing any acts which advance the interests of any existing or prospective competitors of WEX during the period specified above.

(6)	Each of the executive officers has agreed to provisions which restrict the executive officer from soliciting customers or employees to terminate their relationship with the Company.

(7)	Each of the executive officers has agreed to provisions which restrict the executive officer from making any statements or performing any acts intended or reasonably calculated to advance the interest of any existing or prospective competitor or in any way to injure the interests of or disparage the Company.

(8)	Each of the executive officers has agreed to provisions which restrict the executive from disclosing confidential information as defined in the agreement.

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(1)	The Company's Short Term Incentive Program provides for a pro-rated lump sum payment at target in the event of death or disability.

(2)	For purposes of these calculations, the stock price used to calculate potential payments was the closing price on December 31, 2019, being $209.46. The officers identified above hold employee stock options that feature an exercise price of $104.95, $158.23 and $184.81.

(3)	As used in this table, Non-Qualified Plan Payout consists solely of the participants’ balances in their EDCP and SERP accounts.

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(1)

For professional services performed in connection with the annual audit of the consolidated financial statements included in the annual report on Form 10-K, quarterly reviews of the condensed consolidated financial statements included in quarterly reports on Forms 10-Q, annual audit of our internal control over financial reporting, as well as fees associated with the statutory audits of certain of our domestic and foreign entities.

(2)	For professional services performed in connection with the annual audit of the WEX Inc. Employee Savings Plan and certain agreed-upon procedures.

(3)	For tax compliance, tax advice and tax planning services performed in connection with domestic tax matters.

(4)	For accounting research tools.

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*	Less than 1%

(1)	Unless otherwise noted, the business address for the individual is care of WEX Inc., 97 Darling Avenue, South Portland, ME 04106.

(2)

Unless otherwise noted, includes shares for which the named person or entity has sole voting and investment power or has shared voting and investment power, including with his or her spouse. Excludes shares that may be acquired through stock option exercises or through the vesting of restricted stock units. This table does not include the following number of shares that will be acquired by our non-employee directors 200 days after their separation from our Board: 40,195 shares by Mr. Ghosh; 11,999 shares by Dr. Moriarty; 6,564 shares by Ms. Sommer; 6,606 shares by Mr. VanWoerkom; and 299 shares by Mr. Callahan.

(3)	Includes shares that can be acquired through stock option exercises or the vesting of restricted stock units through May 16, 2020. Excludes shares that may not be acquired until on or after May 17, 2020.

(4)

This information was reported on a Schedule 13G/A filed with the SEC on January 28, 2020. Each of Wellington Management Group, LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP has shared voting power with respect to 3,454,252 shares and shared dispositive power with respect to 3,943,657 shares. Wellington Management Company LLP has shared voting power with respect to shares 3,321,191 and shared dispositive power with respect to 3,731,281 shares. The securities reported are owned of record by clients of one or more investment advisors directly or indirectly owned by Wellington Management Group LLP (the “Investment Advisors”), including: Wellington Management Company LLP , Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Investment Advisors. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington Management Group LLP. The percentage reported in the table above is based on the assumption that Wellington Management Group LLP has beneficial ownership of 3,943,657 shares of common stock on March 17, 2020.

(5)

This information was reported on a Schedule 13G/A filed by Janus Henderson Group plc (“Janus Henderson”) with the SEC on February 14, 2020. The Schedule 13G/A reported that Janus Henderson has shared voting power and shared dispositive power over 3,569,875 shares. The percentage reported is based on the assumption that Janus Henderson has beneficial ownership of 3,569,875 shares of common stock on March 17, 2020.

(6)

This information was reported on a Schedule 13G/A filed by The Vanguard Group, Inc. (“Vanguard”) with the SEC on February 12, 2020. The Schedule 13G/A reported that Vanguard has sole voting power over 24,877 shares, shared voting power over 8,473 shares, sole dispositive power over 4,020,516 shares and shared dispositive power over 27,796 shares. The percentage reported is based on the assumption that Vanguard has beneficial ownership of 4,048,312 shares of common stock on March 17, 2020.

(7)

This information was reported on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 6, 2020. The Schedule 13G/A reported that BlackRock has sole voting power over 3,745,152 shares and has sole dispositive power over 3,906,948 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 3,906,948 shares of common stock on March 17, 2020.

(8)

This information was reported on a Schedule 13G/A filed by Eaton Vance Management (“Eaton Vance”) with the SEC on February 13, 2020. The Schedule 13G/A reported that Eaton Vance has sole voting power over and sole dispositive power over 2,221,492 shares. The percentage reported is based on the assumption that Eaton Vance has beneficial ownership of 2,221,492 shares of common stock on March 17, 2020.

(9)	Includes 80 shares held indirectly in the WEX Inc. 401(k) Plan. Mr. Simon disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.

(10)

Includes 34,978 shares held indirectly through Rubex, LLC and 13,600 shares held indirectly through the Moriarty Family Charitable Trust. Dr. Moriarty is the Chief Investment Officer of Rubex, LLC and disclaims beneficial ownership of the shares held by Rubex, LLC except to the extent of his pecuniary interest in them. Dr. Moriarty disclaims beneficial ownership of the shares of Moriarty Family Charitable Trust except to the extent of his pecuniary interest in them.

(11)	In addition to the named executive officers and directors included in this table, five other executive officers were members of this group as of March 17, 2020.

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(1)	Includes 687,796 shares of common stock under the 2010 and 2019 Equity and Incentive Plans subject to PSUs assuming that the target level of performance conditions were achieved. If the highest level of performance conditions were assumed for such PSUs, the total number of shares of common stock to be issued upon settlement of such awards as of December 31, 2019 would be 1,373,750.

(2)	Weighted average exercise price does not take into account the 414,875 shares of common stock subject to outstanding RSUs, the 96,884 shares of common stock subject to outstanding DSUs or the 687,796 shares of common stock subject to outstanding PSUs. Such shares of common stock will be issued at the time such awards vest, without any cash consideration payable for those shares.

(3)

The 2019 Equity and Incentive Plan permits the award of incentive stock options and nonstatutory stock options, stock appreciation rights, restricted stock awards, RSUs, director awards, other stock-based and cash-based awards and performance awards. The 2019 Equity and Incentive Plan authorizes a number of shares for issuance equal to the sum of (i) 3,700,000 shares of common stock and (ii) such additional number of shares of common stock (up to 1,501,676) as is equal to (a) the number of shares of the common stock reserved for issuance under the 2010 Equity and Incentive Plan that remained available for grant under that plan immediately prior to May 9, 2019 and (b) the number of shares of common stock subject to awards granted under the Company’s 2010 Equity and Incentive Plan, which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by the Company at their original issuance price pursuant to a contractual repurchase right. To the extent a share that is subject to an award granted under the 2010 Equity and Incentive Plan that counted as 1.53 shares against such plan’s share reserve is made available for the award of future grants under the 2019 Equity and Incentive Plan, the share reserve of the 2019 Plan will be credited with 1.53 shares. Otherwise, each share of common stock subject to an award under the Prior Plan that becomes available for grant under the 2019 Plan will increase the 2019 Plan’s share reserve by one share. Under the 2019 Equity and Incentive Plan, any award of restricted stock, RSU, or other stock-based award with a per share price or per unit purchase price lower than 100% of the fair market value per share of common stock on the date of grant shall be counted against share limits as 1.7 shares for each one share of applicable award. The Board may not make new awards under the 2010 Equity and Incentive Plan.

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•	Vote over the Internet prior to the Annual Meeting: To vote over the Internet, please go to the following website: www.voteproxy.com and follow the instructions at that site for submitting your proxy electronically. You must submit your internet proxy before 11:59 p.m., Eastern Time, on Wednesday, May 13, 2020, the day before the annual meeting , for your vote to count.

•	Vote by Telephone prior to the Annual Meeting : To vote by telephone, please call 1-800-776-9437 (domestic) or 1-718-921-8500 (international) and follow the recorded instructions. You must submit your telephonic vote before 11:59 p.m., Eastern Time, on Wednesday, May 13, 2020, the day before the annual meeting, for your vote to count.

•	Vote by Mail prior to the Annual Meeting : If you have requested and received a printed copy of the proxy materials, you may vote by mail by completing, signing and dating your proxy card and mailing it in the enclosed prepaid and addressed envelope. Your proxy card must be received and tabulated no later than the closing of the polls for your proxy to be valid and your vote to count.

•	Vote Online while Virtually Attending the Annual Meeting : If you attend the annual meeting, you may vote your shares online while virtually attending the annual meeting by visiting https://web.lumiagm.com/289188153. the password for the meeting is wex2020. You will need your control number included on your proxy card or Notice in order to be able to vote during the annual meeting.

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•	as you instruct, and

•	according to the best judgment of the persons named in the proxy if a proposal comes up for a vote at the meeting that is not on the proxy.

•	for the three named nominees for director for three-year terms,

•	for the approval of an advisory (non-binding) vote on the compensation of our named executive officers,

•	for the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020, and

•	according to the best judgment of the persons named in the proxy if a proposal comes up for a vote at the meeting that is not on the proxy.

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•	voting over the Internet or by telephone prior to the annual meeting as instructed above under “How do I vote?” Only your last Internet or telephone vote submitted prior to the annual meeting is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m., ET, on Wednesday, May 13, 2020, the day before the annual meeting,

•	casting another vote with a later date and returning it before the polls close at the meeting as instructed above under “How do I vote?”. Only the last dated, valid proxy will be counted, or

•	voting online while virtually attending the annual meeting as instructed above under “How do I vote?”.

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•	other matters are properly presented at the meeting, or at any adjournment or postponement of the meeting, and

•	you have properly submitted your proxy, then, Melissa Smith or Roberto Simon will vote your shares on those matters according to her or his best judgment.

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