Ronald F. Clarke Chairman & Chief Executive Officer

My Fellow Shareholders,

2020 can only be described as a difficult and challenging year, but one that still provided opportunity to improve the Company on several fronts. Most importantly, we successfully transitioned to work from home with a safe and secure technology environment, while supporting our team members and continuing to serve our clients at very high levels. In the first half of the year, we were focused on protecting our assets, and helping our clients manage though the challenging environment. As the year progressed, we were able to return to more fundamental business operations of driving growth and earnings, and positioning for the future. We exited the year in a good position from a sales perspective, and would expect to return to growth in 2021. I believe we are well-positioned to continue to deliver value to shareholders for years to come.

Enhancements to Governance & Compensation Practices

We continue our outreach efforts to gather shareholders’ input and perspective, involving both the Board of Directors and senior management. As a result of engagement with shareholders over the past several years on a variety of important topics, especially executive compensation, our Board of Directors made significant changes that resulted in 96% support for our 2020 Say-on-Pay proposal.

Through our outreach efforts, we have engaged meaningfully with shareholders, listened carefully to their feedback, taken advice from leading proxy advisory firms, and adopted governance practices and executive compensation designs that comprehensively align with prevailing best practices.

Recent Governance Changes

Based on input from shareholders and advisors, we have recently:

Appointed an Independent Lead Director

Improved Board diversity with the appointment of Archie L. Jones, Jr.

Created a stand-alone Nomination and Governance Committee

Amended the Bylaws to give shareholders the power to call a special meeting

Published our inaugural Corporate Responsibility and Sustainability Report

Further details regarding these changes can be found in the CD&A section of this 2021 Proxy Statement.

COVID-19 Driven Compensation Changes

The impact from COVID-19 was significant on our stakeholders in 2020. As such, we made the following changes to our executive pay program:

My salary was temporarily reduced to zero, and I received no equity grants in 2020

Other NEO salaries were temporarily reduced by 50%

NEO potential cash incentive and performance-based equity award payouts were reduced by 50%

In order to incentivize our management team to optimize and position our assets in 2020 and beyond, we adjusted our cash incentive and performance-based equity target goals after re-planning the second half of the year and establishing new goals for the remainder of the year.

We believe our executive pay program exhibits strong pay-for-performance alignment, and is closely linked to shareholder value creation. We are committed to fully and transparently describing our executive compensation programs in the CD&A section of this 2021 Proxy Statement.

Environmental & Social Endeavors

We are excited about our upcoming 2021 Corporate Responsibility and Sustainability report as we take another step towards increased transparency. We also look forward to sharing the progress we’ve made. We expect to make the report available in the fall.

Performance & Positioning

For 2020 and despite the impact of a worldwide pandemic, we reported revenue of approximately $2.4 billion and adjusted net income per diluted share (Adjusted EPS) of $11.09 (as further described on Appendix A). Volumes and customer activity were muted, but we managed both credit and expenses exceptionally well. We continue to invest in IT, and we had our best year in terms of overall system uptime.

Strategically, we signed or closed a number of acquisitions, which add scale to our portfolio. Our “beyond” efforts continue in Brazil, where 25% of all new tags sold in 2020 were urban tags that can be used at merchants outside of toll plazas. We are also making great strides in helping our UK fleet clients transition to electric vehicles (EV) that enable the management of mixed fleets from one dashboard.

We are positioned for faster growth by focusing on new spend categories (e.g., SMB online accounts payable) with dramatically larger addressable markets. We also believe our strong balance sheet and low leverage sets up well for future acquisitions and/or stock repurchases.

Your Support

We trust our pay programs and governance practices demonstrate how seriously we take shareholders’ input. On behalf of our Board of Directors, we appreciate our shareholders’ feedback and will continue to reach out on a regular basis to gain further insights and perspectives. We sincerely hope the changes we have made thus far will be viewed favorably, and ask that you vote with our recommendations.

Thank you for your continued support and investment in FLEETCOR.

Sincerely,

Ronald F. Clarke

Chairman & Chief Executive Officer

Annual Meeting of Shareholders

The Company’s Annual Meeting of Shareholders will be held at 3280 Peachtree Road, Suite 2400 Atlanta, Georgia 30305 on June 10, 2021 at 10:00 a.m.

Information About Our 2021 Annual Meeting

Date and Time: Thursday, June 10, 2021, at 10:00 a.m. Eastern Daylight Time

Place: Our offices at 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305*

Record Date: April 16, 2021 (83,349,560 common shares and 310,505 unvested restricted shares entitled to vote as of the record date).

Voting: Holders of common shares as of the close of business on April 16, 2021 may vote at the meeting. One vote per share for each director nominee and each of the other proposals described below.

FLEETCOR Technologies, Inc. (“FLEETCOR”) is a leading global provider of digital payment solutions that enables businesses to control purchases and make payments more effectively and efficiently. We serve businesses, partners, merchants, consumers and payment networks in North America, Latin America, Europe, and Asia Pacific.

Businesses spend an estimated $170 trillion each year. In many instances, they lack the proper tools to monitor what is being purchased, and employ manual, paper-based, disparate processes and methods to both approve and make payments for their purchases. This often results in wasted time and money due to unnecessary or unauthorized spending, fraud, receipt collection, data input and consolidation, report generation, reimbursement processing, account reconciliations, employee disciplinary actions, and more.

Our wide range of modern, digitized solutions generally provide control, reporting, and auto-mation benefits superior to many of the payment methods businesses often used such as cash, paper checks, general purpose credit cards, as well as employee pay and reclaim processes. In addition to delivering meaningful value to our customers, our solutions also share several important and attractive business model characteristics such as:

	Customers are primarily businesses, which tend to have relatively predictable, consistent volumes;
	Recurring revenue models driven by recurring volume, resulting in predictable revenue;
	Similar business-to-business (B2B) selling systems with common sales approaches, management and reporting;
	Specialized technology platforms and proprietary payment acceptance networks, which create competitive advantages and barriers to entry; and
	High EBITDA margins and cash flow translation given limited infrastructure investment requirements.

Our Vision

FLEETCOR’s vision is that every payment is digital, every purchase is controlled, and every related decision is informed. Digital payments are faster and more secure than paper-based methods such as checks, and provide timely and detailed data which can be utilized to effectively reduce unauthorized purchases and fraud, automate data entry and reporting, and eliminate reimbursement processes. Combining this payment data with analytical tools delivers powerful insights, which managers can use to better run their businesses.

Our Mission

FLEETCOR’s mission is to provide businesses with a better way to pay, by replacing outdated payment methods such as checks and cash, and displacing the incumbent providers of those methods. Through the digitalization of payments, we create and support robust ecosystems which benefit all participating constituents: payment-making customers, payment-accepting merchants, tax-collecting governments, and FLEETCOR.

Our Board of Directors

In order to oversee our complex, global business, our Board is comprised of experienced individuals who are engaged in their duties and invested in our Company’s success. Our Board recognizes the importance of independence from management and ensures its responsiveness to shareholders by directly connecting directors’ interests with those of our shareholders. Our Board and management have taken a long-term view toward shareholder engagement and recognize that continuous solicitation and consideration of shareholder feedback is critical to driving growth and creating shareholder value. As a result, we regularly engage with our shareholders throughout the year by multiple means to encourage ongoing, meaningful dialogue.

We encourage you to visit the “Corporate Governance” area of the “Investor Relations” section of our website (http://investor.fleetcor.com) where you will find detailed information about our corporate governance practices, including our key governance documents listed below:

	Code of Business Conduct and Ethics
	Policy Regarding Interested Party Communications with the Board of Directors
	Corporate Governance Guidelines
	Insider Trading Policy
	Board Committee Charters

The reports and other information contained on websites referred to in this proxy statement (other than to the extent specifically referred to herein as required by the rules of the NYSE or the SEC) are not part of this proxy solicitation and are not incorporated by reference into this proxy statement or any other proxy materials.

Forward-Leaning Corporate Governance

In response to our shareholder engagement efforts and recent shareholder votes at our annual meetings, we have taken significant steps to adopt many corporate governance best practices:

	Broader Director diversity search criteria
	Declassified Board of Directors
	Lead Independent Director
	Majority voting in Director elections
	Expanded shareholder engagement
	Proxy access
	Shareholder right to call special meetings
	No supermajority shareholder voting
	Regular review of governance practices
	Expanded environmental, social and governance (ESG) initiatives, including our first Corporate Responsibility and Sustainability report published in 2020

Forward-Leaning Compensation Practices

FLEETCOR has also embraced best practices in our compensation programs, which strongly support our pay-for-performance philosophy and culture:

	NEO compensation aligned with Company and, as applicable, division performance
	Base salary levels generally at or below peer median
	Target annual cash incentives generally at or below peer median
	Significant portion of NEO compensation generally delivered in the form of equity-based awards
	Different performance metrics for different compensation components
	Incentive payouts tied closely to achieving published guidance where applicable
	Significant stock ownership requirements
	No repricing or cashing out of underwater stock options or stock appreciation rights
	No hedging or pledging of common shares
	No excise tax gross-ups
	No excessive perquisites
	Maintain a compensation clawback policy that is stronger than current law requires
	Double-trigger change of control provisions
	Below-market severance coverage
	Shareholder engagement includes governance committee Chair, additional Board members and management
	Regular review of compensation programs

Shareholder Right To Call A Special Meeting

The Board carefully considered the proposal that was presented at the 2020 shareholder meeting regarding the ability of shareholders to call a special meeting. We recognize that the Board is accountable to our shareholders, and we believe our governance practices promote our accountability and advance the creation of shareholder value over the long term. As such, on October 22, 2020, the Board of Directors approved and adopted an amendment to the Amended and Restated Bylaws to allow, subject to certain terms and conditions, shareholders holding not less than 25% of the Company’s outstanding common stock to call a special meeting of shareholders. The Board believes that it has struck an appropriate balance between providing shareholders meaningful governance rights and protecting against misuse of those rights.

We adopted a 25% threshold after considering feedback from interested stakeholders (including our largest shareholders) in tandem with our concern that adopting a relatively low ownership requirement to call special meetings, could result in misuse by enabling a small minority of shareholders to pursue narrow special interests that may not be in the best interests of all shareholders. In particular, given existing ownership concentrations of the Company’s stock, certain shareholders alone and/or a very small number of shareholders could satisfy the 10% threshold (as proposed in the 2020 shareholder proposal) and use the right to advocate special interest agendas. The Company also considered the significant resources required to convene a special meeting, the fact that numerous and unexpected special meetings can divert Board and executive management attention away from managing the business on behalf of all shareholders, and the opportunities shareholders already have to engage in regular, substantive dialogue with the Company to communicate their views and offer feedback.

Against this background, the Board determined that adopting a mechanism for shareholders holding 25% of the outstanding shares to convene a meeting between annual meetings of shareholders was an appropriate threshold.

Thoughtful COVID-19 Compensation Decisions

In addition to employing the best practices discussed above in our general compensation structure, our Compensation Committee acted quickly and decisively to adjust our compensation practices in light of COVID-19. As further discussed in “Compensation Discussion and Analysis,” these changes included:

	CEO salary was temporarily reduced to zero, and no equity was awarded to the CEO
	Other NEO salaries were temporarily reduced by 50%
	NEO potential cash incentive and performance-based equity award payouts were reduced by 50%

In order to incentivize our management team to optimize and position our assets in 2020 and beyond, we adjusted our cash incentive and performance-based equity target goals after re-planning the second half of the year during the summer of 2020 and establishing new goals for the remainder of the year. We believe our executive pay program exhibits strong pay-for-performance alignment, and is closely linked to shareholder value creation — particularly in a difficult year for our stakeholders.

Shareholder Engagement Results

Our 2020 shareholder outreach regarding executive compensation was a continuation of our annual comprehensive shareholder engagement plan. We have taken decisive action in recent years in response to our shareholder outreach initiatives and we believe that our compensation practices address the feedback we received. Our robust on and off-cycle engagement ensured that we heard the feedback of our shareholders (each as of December 31, 2020): (a) we offered to shareholders representing approximately 50.7% of outstanding shares to meet with the Chair of our Nomination and Governance Committee, (b) of those offered, 49.8% accepted the invitation, and (c) after we mailed the 2020 proxy, but before the 2020 shareholder meeting, we offered the opportunity to discuss our proxy with our top 10 shareholders (as of December 31, 2019).

Our Commitment to Culture, Diversity, Inclusion, Belonging, and Sustainability

Corporate responsibility promotes the long-term interests of our shareholders and strengthens Board and management accountability. Our corporate strategy considers how environmental and social issues may impact the long-term interests of our shareholders and other stakeholders. We believe that environmentally and socially responsible operating practices are important considerations while generating value for our shareholders, being good partners with our customers by providing efficient payment solutions, and being a good employer to our associates.

We created a sustainability working group in 2020, consisting of dedicated internal resources and external advisors to identify environmental, social, and governance (ESG) factors that are important to our business. Our sustainability working group evaluated potential ESG risks and opportunities relevant to our Company based on the views held by our shareholders, leading ESG frameworks, and ESG rating agencies. We utilized aspects of the Sustainability Accounting Standard Board and the Task Force on Climate-related Financial Disclosures to evaluate our practices.

Human Capital

As of December 31, 2020, FLEETCOR employed approximately 8,400 associates located in more than 20 countries around the world, with approximately 3,100 of those associates based in the U.S. At FLEETCOR, we strongly believe that talent is an important determinant of the Company’s performance and success. Our values-driven people programs, practices and policies have been developed to ensure we are able to attract, retain and develop the quality of talent necessary to advance our key initiatives and achieve our strategic objectives. We are firmly committed to delivering a strong employee value proposition and unique employment experience to our associates which, in turn, should lead to better customer experiences and business outcomes.

Culture

Our culture has evolved through time, as the Company has grown considerably both organically and through acquisitions. Despite FLEETCOR’s expansive size and geographic scope, we retain a strong entrepreneurial spirit, and share a common vision, mission and set of values, which together serve as cornerstones to our “One FLEETCOR” culture. Our values are infused in all aspects of FLEETCOR, and guide our employee selection, behavior and interactions with both internal and external stakeholders.

Diversity, Inclusion & Belonging

Our efforts on diversity, inclusion & belonging (DIB) are important to our successful “One FLEETCOR” culture. As of December 31, 2020, females represented approximately 53% of our global workforce and approximately 20% of our senior leadership team, while minorities comprised approximately 32% of our domestic workforce and approximately 22% of our senior leadership team.

Fostering a culturally diverse and inclusive environment and creating a true sense of belonging are among our top priorities. Our global diversity council, three regional councils and nine employee resource groups (ERG) are dedicated to building diversity, inclusion and belonging into all aspects of our global operations. Sponsored by the Chairman of the Board and CEO, the councils and ERGs are vital to creating an environment where all employees are able to prosper. Our ERGs allow a safe space for traditionally underrepresented employees to connect and discuss experiences. The ERGs also provide FLEETCOR with perspectives on the unique needs and lived experiences of those who are traditionally underrepresented.

Employee Wellness

FLEETCOR’s benefits programs are designed to meet the evolving needs of a diverse workforce across the globe. Because we want our employees and their families to thrive, in addition to our regular benefit offerings, we focused on physical and mental well-being in 2020. During the year, we offered free, online fitness classes, sponsored the FLEETCOR Wellbeing Challenge, provided access to employee assistance programs in all regions, and celebrated Mental Health Awareness programs globally.

Talent Development

FLEETCOR offers a variety of high-quality learning opportunities, designed to support employee development and organizational effectiveness. Learning opportunities are available in all geographies at all levels, and incorporate personal, business and leadership skills development with the goal of empowering our organization, creating avenues for closing skill gaps, and enhancing the capabilities of our workforce. Leadership, teamwork, communication, and many other soft skills are vital to our success. We offer a wide variety of career opportunities and paths to advancement through on-the-job coaching, training, and education. We are proud to be a company where an associate can start as an intern and turn that experience into a successful career.

Voice of the Employee

We continue to develop and refine our people programs based on feedback we receive directly from our workforce, which we gather through an annual survey of all employees globally. The participation rate for our 2020 annual survey was approximately 83%. Reflecting our efforts to continuously improve in aspects deemed most important by our workforce, our employee engagement score in 2020 was approximately 7% higher than in our 2019 survey results. We share the detailed engagement scores across the organization, and analyze the results to understand differences by geography, demographics, job level, and leader, and to identify opportunities for further improvement. During 2020, we also conducted several additional surveys specifically related to our response to COVID-19, which helped inform our decisions regarding policies and processes for operating safely and effectively.

In October 2020, FLEETCOR published its inaugural Corporate Responsibility & Sustainability (CRS) report, in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance issues. We are currently preparing our second annual CRS report for publication later this year, which will include further details related to our global talent strategy, DIB metrics, employee wellness and talent development.

Sustainability

We believe we should do our part to ensure environmental sustainability. To that end, we:

	In the UK, are registered with the Energy Savings Opportunity Scheme (ESOS) that assesses energy use and energy efficiency opportunities, including with respect to facilities, transportation and energy usage, at least once every four years
	In the UK, comply with the Streamlined Energy and Carbon Reporting (SECR) regulations with respect to energy consumption and carbon emissions that were first formally reported in our Corporate Responsibility & Sustainability in October 2020
	Intend to continue strengthening our sustainability recording and reporting processes and expect to produce an updated Corporate Responsibility and Sustainability report in Fall 2021
	Offer eco-friendly programs, including Clean Advantage® and EcoPoint, that provide our fleet card customers the opportunity to offset their fleets’ CO2 emissions through the purchase of carbon credits or the planting of new woodlands
	Enable fuel cards to pay for alternative energy, such as electricity and hydrogen, for vehicles which require such to operate
	Encourage customers to reduce paper consumption through electronic means, such as delivery of invoices, reports and other communications, payment of invoices, and document management
	Support workplace initiatives designed to reduce our impact on the environment, whether through reduced energy use or effective waste management, including the following:

	Motion sensor-controlled lighting
	LED lighting
	Time-controlled air conditioning
	Video & telephone conferencing to reduce meeting-related travel
	Printing defaulted to double-sided
	Recycling
	Reusable cups and water bottles
	Disposal of hazardous waste, such as ink cartridges, batteries and light bulbs

Evaluation and Evolution of Our Board

As part of our focus on shareholder value, we regularly evaluate the performance of our Board and its committees and engage in a self-evaluation process. We also evaluate the mix of experience, expertise and tenure of our individual directors. Our corporate governance guidelines reflect this approach. We believe our directors’ diverse backgrounds help us to make the most of opportunities and to effectively manage risk. We believe that our efforts have and will continue to result in a board and management focused on delivering exceptional value to our shareholders.

Board Meetings and Committees

The Board held 4 meetings in 2020 and each director attended 100% of all Board meetings during the year, excluding Archie L. Jones, Jr. whose first meeting was not until January 2021.

Our independent directors meet regularly in executive session at each scheduled in-person Board meeting. These sessions are led by independent directors selected on a rotating basis, who report the results of the independent sessions to the CEO and, if appropriate to other members of senior management.

In 2020, the Board determined that it was in the best interests of the Company to separate the compensation, nomination and governance committee into two committees, each focused on specific areas of responsibility. Therefore, our Board now has five standing committees: an audit committee; a compensation committee; a nomination and governance committee referred to as our governance committee; an executive and acquisitions committee; and an information technology and security committee. The table below provides current membership for each of the Board committees. Each committee meets at least quarterly, except the executive and acquisitions committee, which meets as needed when matters within its charter arise. Our Board has adopted charters for the committees, which are available on our website at investor.fleetcor.com.

Audit Committee

The audit committee currently consists of Messrs. Buckman, Johnson and Macchia and is chaired by Mr. Macchia. The audit committee held 5 meetings in 2020 and all members were in attendance. The Board determined that each member of the audit committee is independent under the NYSE rules and Rule 10A-3 of the Exchange Act, and has determined that Mr. Macchia qualifies as an “audit committee financial expert” under SEC rules.

The audit committee’s primary responsibilities include:

	appointing and overseeing independence of and all other aspects of our relationship with our independent registered accountants
	reviewing and monitoring our accounting principles and policies, and our financial and accounting controls and compliance with regulatory requirements
	overseeing the financial reporting process and reviewing our interim and annual financial statements
	establishing procedures for the confidential, anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters
	approving all audit and permissible non-audit services to be performed by our independent accountants
	reviewing and approving related-party transactions

Compensation Committee

The compensation committee currently consists of Messrs. Farrelly, Hagerty and Stull and Ms. Moddelmog and is chaired by Mr. Hagerty. The compensation committee held 6 meetings in 2020 and all members were in attendance. The Board has determined that each compensation committee member is independent under the NYSE rules for compensation committee members.

The compensation committee’s primary responsibilities include:

	annually reviewing and approving the goals, objectives and specific levels of our executive compensation programs
	reviewing and approving employment, severance and change in control arrangements
	administering our executive incentive plans
	reviewing and approving policies related to executive compensation, including stock ownership guidelines, claw back policy and hedging/pledging policy
	selecting our independent compensation consultant

The compensation committee may from time to time delegate all or a portion of its duties and responsibilities to a subcommittee of the compensation committee.

See “Compensation Discussion and Analysis” for a description of the processes and procedures of the compensation committee, the committee’s role and the role of our executive officers, in determining compensation for executive officers and directors.

Nomination and Governance Committee

The governance committee currently consists of Messrs. Jones and Stull and Ms. Moddelmog and is chaired by Ms. Moddelmog. The governance committee’s first meeting as a stand-alone committee was held in January 2021.

The governance committee’s primary responsibilities include:

	overseeing succession planning
	developing and recommending criteria for selecting new directors
	evaluating individuals and qualifications to become directors
	recommending nominees for committees of the Board
	assisting the Board with matters concerning corporate governance practices
	ESG initiatives and considerations

The governance committee may from time to time delegate all or a portion of its duties and responsibilities to a subcommittee of the governance committee.

Executive and Acquisitions Committee

Our executive and acquisitions committee currently consists of Messrs. Clarke, Hagerty, Johnson, Jones and Sloan and is chaired by Mr. Clarke. The executive and acquisitions committee held no meetings in 2020 as all acquisitions were discussed with the full Board. The executive and acquisitions committee is responsible for addressing important Company matters, including capital expenditures, investments, acquisitions, dispositions and financing activities, that the Chairman of the Board determines should be addressed before the next scheduled meeting of the Board.

Information Technology and Security Committee

Our information technology and security committee consists of Messrs. Farrelly, Buckman, Macchia and Sloan, and is chaired by Mr. Farrelly. The information technology and security committee held 4 meetings in 2020 and all members were in attendance. The information technology and security committee is responsible for providing oversight and leadership for our information technology, privacy and security planning processes, policies and objectives. In furtherance of this role, the primary purpose of the committee is to review, assess and make recommendations regarding the long-term strategy for privacy and global information security, and the evolution of our technology in a competitive environment.

To accomplish this purpose, the information technology and security committee has five primary responsibilities:

	understanding the security controls and assessments conducted on our major payment platforms and comparing same to industry best practices
	evaluating strategies to protect our intellectual property
	assessing opportunities to update our processing platform strategies to ensure the long term effective and efficient use of our resources
	reviewing progress on significant IT and security projects and evaluating effectiveness of projects
	overseeing our disaster recovery and business continuity plans

Board Leadership

Our corporate governance guidelines provide that our Board will include a majority of independent directors. Our CEO serves as the Chairman of the Board and has served as such since 2003. While we believe this leadership structure has been effective, in 2020 the Board created the position of Lead Independent Director to serve as a representative of the independent, non-employee directors of the Board and exercise additional powers and responsibilities in connection with Board meetings. The Lead Independent Director will serve a one-year term, which expires at each annual meeting of shareholders. The Board appointed Mr. Stull to serve as the first Lead Independent Director, for a term ending at the 2021 Annual Meeting of Shareholders and expects that, if elected at the 2021 Annual Meeting of Shareholders, Mr. Stull will be appointed to serve as Lead Independent Director until the 2022 annual meeting.

The Lead Independent Director has the following powers and responsibilities:

	Preside at all meetings of the Board at which the Chairman of the Board is not present;
	Preside over executive sessions of the non-employee directors;
	Serve as liaison between the non-employee directors and the Chairman and the CEO;
	Call meetings of non-employee directors, with appropriate notice;
	Coordinate with the Chairman and CEO on meeting schedules, agendas and information provided to the Board;
	Be available for consultation with significant shareholder if so requested; and
	Exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time.

Our corporate governance guidelines provide that our non-management directors will meet in executive session, without management present, as frequently as they deem appropriate, and they typically meet in executive session at the time of each regular Board meeting. The Lead Independent Director presides during the meeting of independent directors, and acts as a liaison between the non-management directors and the chairman and CEO in connection with each regular meeting.

We believe that having a combined chairman and CEO, balanced with a Lead Independent Director, as well as a Board otherwise comprised solely of independent directors who meet regularly in executive session and independent chairs for the Board’s audit committee, compensation committee, governance committee, and information technology and security committee provides an effective form of Board leadership and an appropriate balance between strategy development and independent oversight. The Board believes that having our CEO serve as Chairman of the Board facilitates the Board’s decision-making processes because Mr. Clarke possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business. Accordingly, he is best positioned to develop agendas that ensure the Board’s time and attention is focused on the most critical matters. The combined role enables decisive leadership, ensures accountability and enhances our ability to communicate our message and strategy clearly and consistently to our shareholders, employees and customers.

Risk Oversight

Our Board, together with its committees, is responsible for overseeing our risk management. The chair of each committee reports to the full Board the significant risks facing the Company, as identified by management, and the measures undertaken by management for controlling and mitigating those risks.

The audit committee is responsible for reviewing and approving the annual internal audit plan, our major financial risk exposures, steps taken to monitor and control such exposures, risk management and risk assessment policies, significant findings and recommendations and management’s responses. In addition, our internal audit function routinely performs audits on various aspects of operational risks and reports the results quarterly.

	The compensation committee considers risks associated with our compensation policies and practices, with respect to both executive compensation and compensation generally.
	The governance committee is responsible for succession planning, governance structure and processes, ESG initiatives and considerations, legal and policy matters with potential significant reputational impact and shareholder concerns.
	The information technology and security committee focuses on risks associated with information technology and security, such as cybersecurity, security controls, privacy, technology initiatives and intellectual property protection. The information technology and security committee conducts reviews at least quarterly to oversee the efficacy of cybersecurity risk initiatives and related controls, policies, procedures, training, preparedness and governance structure. The Board and the information technology and security committee directed the formation of a cross-functional cybersecurity council at the Company, and receive regular cybersecurity reports from the global CIO, the corporate CIO and the chief information security officer, among others.

Our Board, with input from the various committees and senior management, regularly engages in discussing the most significant risks and how the risks are being managed. Our management team is responsible for identifying and working with the Board to manage business risk and design a risk framework, including setting boundaries and monitoring risk appetite. We believe that our leadership structure, as described above, supports the risk oversight function of the Board.

Given the pandemic was global and we operate across four continents, the Board and each committee recognized the significant risks that were unique to 2020. Throughout 2020, the Board received regular updates on important topics such as credit, fraud, system up-time, employee engagement, shift to remote working, and sales. Management has also presented important learnings and changes on Company protocols in preparation for future potential business interruptions. In 2021, as vaccine distribution increases, management continues to evaluate when and how to re-open its locations, while recognizing that cities, states and countries are opening at different rates.

Director Independence

Our corporate governance guidelines provide that a majority of our directors will be independent. Our Board has adopted director independence guidelines to assist in determining each director’s independence. These guidelines are included in our corporate governance guidelines available on our website at investor.fleetcor.com. The guidelines exceed the independence requirements of the NYSE. Under the director independence guidelines and NYSE rules, the Board must annually review each director’s independence and affirmatively determine a director has no relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

The Board has analyzed the independence of each director and determined that, except for our CEO, they each meet the standards of independence under our director independence standards, and applicable NYSE listing rules, including that each member is free of any relationship that would interfere with their individual exercise of independent judgment.

2020 Director Compensation

The non-employee members of our Board receive compensation for serving as directors. Our Board believes restricted stock awards are an appropriate form of compensation for our directors because the value of the grants increases as the value

of our stock price increases, aligning the interests of these directors with those of our shareholders.

Annual grants for director service for 2020 had a target value at grant of approximately $250,000. Mr. Jones did not receive a grant in connection with his appointment in 2020. The amount of these grants was determined based on our Board’s general experience with market levels of director compensation. In addition, the Board approved a cash payment in the amount of $50,000 for each independent committee Chair for services rendered in 2020 (Messrs. Macchia, Hagerty and Farrelly). The decision to provide cash compensation is reviewed on an annual basis. All members of our Board are reimbursed for actual expenses incurred in connection with attendance at Board meetings. Mr. Clarke does not receive any compensation for service on our Board.

Our corporate governance guidelines set forth an expectation that all non-employee directors will hold at least a specified dollar amount of common shares or equity interests within five years of becoming a director. In 2019, our Board increased the stock ownership guideline from $150,000 to $1,250,000. Based on the closing stock price on February 12, 2021, eight of our non-employee directors are currently in compliance with this guideline and we expect that our newest director will meet the guideline within five years, as required by our Corporate Governance Guidelines.

The following table sets forth the total compensation provided to each non-employee director that served during any part of 2020.

The qualifications for directors are described in our corporate governance guidelines, which is available on our website. The Board does not currently apply any minimum qualifications or require that a director have specified qualities or skills in order to be considered for a position as a director. The Board recognizes the value of diversity among its members and the impact it can have on the performance of the Board. In addition to a director’s professional experience that will benefit our business, we seek to have a Board which represents diversity in professional experiences, viewpoints, gender, age, race, ethnicity, sexual orientation, nationality and cultural background.

Our corporate governance guidelines provide that no director should serve on more than four other public company boards, unless the governance committee determines otherwise. Directors are expected to advise the Chairman of the Board and the governance committee Chair in advance of accepting an invitation to serve on another public company board.

The Board has not limited the number of years for which a person may serve as a director or require a mandatory retirement age, because such limits could deprive us of the valuable contributions made by a director who develops, over time, significant insights into us and our operations.

The re-nomination of existing directors is not viewed as automatic, but is based on continuing qualification under the criteria stated above. In addition, the committee considers the existing directors’ performance on the Board and any committee.

Director Nomination Process

Selection of Director Nominees: Our governance committee is responsible for evaluating candidates for election or appointment to our Board based on the criteria discussed above. The governance committee considers candidates identified by it, other directors, executive officers and shareholders, and, if desired, a third-party search firm. The committee selects nominees to recommend to the Board, which considers and makes the final selection of director nominees and directors to serve on its committees.

Shareholder Recommendations of Nominees: The governance committee of the Board considers recommendations for candidates for nomination to the Board by shareholders. The governance committee will consider and evaluate candidates recommended by shareholders in the same manner as candidates recommended from other sources. If the Board determines to nominate a shareholder-recommended candidate and recommends his or her election, then that nominee will be named in the proxy statement for the next annual meeting.

Shareholder recommendations must be addressed to:

FLEETCOR Technologies, Inc.
Attention: Corporate Secretary
DIRECTOR CANDIDATE RECOMMENDATION
3280 Peachtree Road, Suite 2400
Atlanta, Georgia 30305

Proxy Access Nominations: Our Bylaws establish procedures for nominations by eligible shareholders of candidates for election as directors at an annual meeting and to have those nominees included in our proxy materials. To be timely for consideration at our 2022 annual meeting, a shareholder’s proxy access notice to the corporate secretary regarding a proxy access director nomination must be received no earlier than November 28, 2021, and no later than December 28, 2021. However, in the event that the 2022 annual meeting is called for a date that is not within thirty days of June 10, 2022, notice by the shareholder must be received by no later than the tenth day following the date of the public announcement.

Shareholder proxy access nominations must be addressed to:

FLEETCOR Technologies, Inc.
Attention: Corporate Secretary
PROXY ACCESS DIRECTOR NOMINEE
3280 Peachtree Road, Suite 2400
Atlanta, Georgia 30305

Contacting the Board: Shareholders and other interested parties can contact the Board as a group or the non- management directors as a group as follows:

For the Board as a whole: FLEETCORBoard@FLEETCOR.com

For the non-management directors: FLEETCORNonManagementDirectors@FLEETCOR.com

The Corporate Secretary reviews all written and emailed correspondence received from shareholders and other interested parties and forwards such correspondence periodically to the directors if and as appropriate.

Shareholders can submit communications anonymously or by identifying themselves.

Governance Policies

Complete copies of our corporate governance guidelines, committee charters and code of conduct are available on the Corporate Governance section of our website, at investor.fleetcor.com.

In accordance with NYSE rules, we may also make disclosure of the following on our website:

	the method for interested parties to communicate directly with the presiding 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;
	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.

We will provide copies of any of the foregoing information without charge upon written request to:

FLEETCOR Technologies, Inc.

Attention: Corporate Secretary

3280 Peachtree Road, Suite 2400

Atlanta, Georgia 30305

Navigating the Opportunities and Challenges of 2020

2020 Performance

Fiscal year 2020 brought us some of the greatest challenges in the history of the Company, with the devastating COVID-19 global pandemic and significant social unrest in the U.S., all of which have greatly affected our employees, customers, communities and shareholders. In the face of these challenges, the Company took action to support all of our stakeholders, while simultaneously pivoting our businesses to maximize long-term value for our shareholders. Some of these actions include:

	Safety: supporting the safety of our approximately 8,400 employees worldwide by transitioning the vast majority of our employees to work from home;
	Business Continuity: ensuring that our systems and payment products continue to operate efficiently for our customers;

	Liquidity: actively monitoring our availability under our existing credit facilities;
	Expenses: slowing discretionary sales and technology spending, and furloughing contractors; and
	Credit: in select distressed verticals, tightening customer credit lines and payment terms, including closing inactive lines, reducing unused capacity, and reducing payment terms.

From a performance perspective, 2020 was the first year since going public where revenue and profit shrank year-over-year. Our revenues were down 10% compared with last year, due to lower customer activity levels, lower fuel prices and the unfavorable impact of foreign exchange rates, but we were able to successfully reduce our expenses 11%. As a result, our adjusted net income per diluted share (Adjusted EPS) was down only 6%, which we feel is a very good result.

Even in the challenging environment, we accelerated initiatives that not only mitigated the impact of the various government mandated lockdowns, but we also expect these efforts to be accretive to future growth, such as:

	Across our businesses, we increased our investments in our digital delivery programs in order to enhance our customer experience, and in our digital customer acquisition efforts through the creation of end-to-end customer onboarding and enrolment processes, with automated, real time credit approvals
	In Brazil, our flexibility in re-introducing the “at-toll” sales channel enabled us to maintain our tag sales efforts when the shopping malls closed due to the lockdowns. In 2020,  we also increased the proportion of urban tags sold to  over 25% of all tag sales
	We also signed and/or closed acquisitions in Corporate Payments and Lodging, which we expect will contribute  meaningfully to growth in those businesses over time

Not only did we focus on financial performance, but we continue to develop and refine our people programs based

on feedback we receive directly from our workforce, which we gather through an annual survey of all employees globally. The participation rate for our 2020 annual survey was approximately 83%. Reflecting our efforts to continuously improve in aspects deemed most important by our workforce, our employee engagement score in 2020 was approximately 7% higher than in our 2019 survey results. We share the detailed engagement scores across the organization, and analyze the results to understand differences by geography, demographics, job level, and leader, and to identify opportunities for further improvement. During 2020, we also conducted several additional surveys specifically related to our response to the pandemic, which helped inform our decisions regarding policies and processes for operating safely and effectively. We consider this a huge success in light of the very challenging environment in which we were operating, both professionally and personally.

In summary, while 2020 was incredibly challenging, the Company continued to advance our very important initiatives from which we will benefit for years to come.

We have steadily grown to be an S&P 500 company with a market capitalization of approximately $23 billion as of March 31, 2021.

COVID-19 Compensation Adjustments

During 2020, the compensation committee took decisive action to adjust our NEOs’ 2020 compensation. By the second quarter of 2020, it became clear that substantially all of the annual operating and performance goals were not attainable due to the impact of the pandemic. Volume and revenue declined in nearly every business, and there was no visibility to a recovery at the time. Around that time, base salaries for our NEOs were temporarily reduced. As the situation developed throughout late spring and summer, the leadership team re-planned the second half of the year based on the best available information. The leadership team was keenly focused on credit exposure, liquidity, and expense management, while keeping an eye on opportunities for revenue recovery and growth in the second half of the year and the positioning for the post-pandemic environment in 2021 and beyond. Because operating and performance goals are key conditions of annual cash incentive and equity vesting across the Company — specifically Adjusted EPS is a condition to earning an annual cash incentive and certain equity awards — the compensation committee decided to use the re-plan to adjust the performance goals for such awards to enable participants to earn 50% of their original award opportunities. Without the adjustment to the performance goals, no employee would have been eligible to earn an annual cash incentive or a performance-based equity award that is subject to achievement of Adjusted EPS.

In summary, the compensation committee took the following key actions on NEO compensation in 2020:

	The compensation committee implemented, and the current NEOs agreed to, base salary reductions beginning in April 2020 and ending in August 2020. The CEO was paid no base salary during this period.
	2020 annual cash incentive awards, performance-based restricted stock (“Performance Share”), and performance-based restricted stock unit (“Performance-Based RSU”) awards to the NEOs were initially designed in early 2020 so that payouts would only occur if the Company met or exceeded the 2020 Adjusted EPS target of $13.55. In October 2020, the compensation committee determined that such awards could be earned for 2020 if the Company achieved Adjusted EPS of $5.26 for the second half of 2020, to the extent underlying goals were met. Actual Adjusted EPS achievement for 2020 was $11.09 and would have resulted in no payouts under the original design for the awards.
	In light of the shift in focus to performance during the second half of 2020, the compensation committee approved a commensurate 50% reduction to our NEOs’ 2020 annual cash incentive, Performance Share and Performance-Based RSU award opportunities.

In making these adjustments, the Board considered the following factors, among other things:

	the punitive impact of awards first being conditioned on achieving a full-year Adjusted EPS goal;
	real retention or motivation considerations, and loss of value in service-based long-term incentive awards;
	financial/operational guidance to investors during the year, which was withdrawn;
	human capital situation at the Company (such as layoffs or furloughs, working conditions, and compensation cuts);
	the Company’s actual experience in managing the pandemic;
	success stories in terms of individual performance by the NEOs in navigating the pandemic; and
	likely or estimated actions of peer companies.

Forward-Leaning Compensation Practices

FLEETCOR has embraced best practices in our compensation programs, which strongly support our pay-for-performance philosophy and culture:

Our mix of compensation elements is designed to reinforce business and strategic objectives, recognize and reward performance, motivate long-term value creation, and align our NEOs’ interests with those of our shareholders. We generally achieve this through a combination of cash and equity awards.

The Company is responsible for allocating capital in a manner that is in the best interest of its shareholders in line with the stated objective of growing Adjusted EPS between 15%-20% per year over the mid-term. Some portion of this growth is contingent on effective capital allocation in the form of acquisitions and/or share buybacks as a use for our free cash flow. As part of existing stock repurchase program, the Company has regularly repurchased shares that it viewed as undervalued, and thus would provide a better return to shareholders compared with

other alternatives at the time. Also, repurchases are used to offset the dilutive effect of the issuance of shares to executives under equity compensation plans, including the exercise price of options, and the use of shares in acquisitions.

The Company aligns its executive compensation arrangements with its overall capital allocation strategy that maximizes shareholders’ interests, and share repurchases are accordingly not excluded from our performance metrics. The compensation committee is keenly aware of the Company’s stock repurchase approach under outstanding authorizations, and historical stock repurchases when setting performance metrics for executive compensation awards. Because we intend to use free cash for either repurchases or acquisitions, the Board does not exclude repurchases from the final determination of performance achievement.

Target Mix of Compensation

The compensation committee strives to achieve an appropriate mix between fixed versus variable pay and cash versus equity-based compensation awards in order to meet our compensation objectives. Our compensation committee does not have a rigid policy for allocating compensation between short- and long-term compensation and cash and non-cash compensation. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our NEOs to deliver superior shareholder return and retain them to continue their careers with us on a cost-effective basis.

Our compensation committee generally references cash-based components of compensation at or below market levels and equity-based components of compensation (based on target levels) at or above market levels, resulting in total target compensation that is generally above the peer median for our CEO, and generally in alignment with the peer median for our other NEOs. Although the compensation committee includes this market data and its general understanding of current compensation practices in the market in the overall mix of factors it considers in assessing NEO compensation, it does not target a mathematically precise market position for total compensation or any individual element of compensation.

The ultimate compensation levels reflect the application of these policies to the varying responsibilities of the NEOs. In a typical year, it is expected that the greater the responsibility of the executive and the greater the potential impact of the executive on the Company’s financial performance, the higher the proportion of compensation that can be earned by the executive in the form of performance-based compensation. Our CEO has the greatest responsibility in managing and driving the performance of our Company. He joined our Company in 2000, and has managed our significant growth through a combination of organic initiatives, product and service innovation and over 80 acquisitions of businesses and commercial account portfolios, and has overseen the growth of our revenue from $33.0 million in 2000 to approximately $2.4 billion in 2020.

The chart below illustrates the 2020 total target direct compensation mix for our NEOs other than the CEO (on average), consisting of base salary, target annual cash incentives, and target equity-based incentives. As discussed in more detail below, our CEO did not receive an equity-based award in 2020, and, therefore, his 2020 compensation was entirely cash-based (with 50% of his initial target total direct compensation consisting of performance-based cash incentive opportunity). However, because he did not receive a 2020 equity-based award, our CEO’s total 2020 compensation as reported in the 2020 Summary Compensation Table is approximately 88% less than his total 2019 compensation ($1,311,225 for 2020, as compared to $11,504,313 for 2019).

2020 CEO Pay Program Overview

We strive to develop a total pay program for our CEO that reflects the above compensation philosophy objectives and the feedback we receive from our shareholders. As discussed in our 2020 proxy statement, in response to input gleaned from our shareholders during our outreach program, we modified several aspects of the CEO’s incentive opportunities for 2019 to more directly link CEO pay to shareholder value creation, including by:

	shifting to a three-year performance period for the CEO’s 2019 performance-based equity award, in response to shareholder concerns regarding our prior use of a one-year performance period; and
	using a GAAP net revenue goal for the CEO’s 2019 performance-based equity award, in direct response to shareholders’ concerns about using an EPS metric in both the annual cash incentive and equity award programs.

However, in light of the unprecedented challenges posed by COVID-19, our CEO agreed to not receive a new equity award in 2020.

Further, in connection with the base salary reductions applicable to all of our NEOs in 2020, our CEO agreed to receive no base salary for the period beginning in April 2020 and ending in August 2020 in recognition of the challenges posed by COVID-19.

Key Elements of 2020 Named Executive Officer Compensation Base Salary  

Initial 2020 Base Salary Determination

Base salaries are reviewed annually, taking into account individual responsibilities, individual performance, the experience of the individual, current salary, retention incentives, internal equity and the compensation committee’s evaluation of the competitive market. No particular weight is assigned to these factors. The table below illustrates the 2020 base salaries initially determined for our NEOs in March 2020:

Mr. Clarke’s base salary has not increased in seven years. The base salaries for the following NEOs were increased in April 2020:

	Mr. Freund’s base salary increased 17% to $450,000 Due to good performance managing a number of special projects.
	Mr. Coughlin’s base salary increased by 7% due to the recent appointment as President of Corporate Payments.
	Mr. Gavrilenya’s base salary increased by 23% due to the recent appointment as President of North American Fuel.
	Mr. Netto’s base salary increased by 71% due to the continued good performance of Brazil, excluding the adverse impact of currency.

Temporary Base Salary Reductions

In light of COVID-19, the compensation committee approved, and each of the current NEOs agreed to, a reduction in base salary effective in April 2020. The compensation committee approved reinstatement of pre-reduction salaries effective in August 2020. The table below illustrates the reduced base salaries for our NEOs:

Annual Cash Incentive

The primary objectives of our annual cash incentive program are to provide an incentive for superior work, to motivate our NEOs toward even higher achievement and business results and to tie our NEOs’ goals to the Company’s performance. We use Company-wide, individual and business unit performance

goals in our annual cash incentive program. Individual or business unit performance goals are tied to the particular area of expertise and responsibilities of the NEO and their performance in attaining those objectives.

Initial Annual Cash Incentive Target Awards

In March 2020, the compensation committee initially determined the target annual cash incentive payout levels for the NEOs based on a combination of factors, including each NEO’s role and responsibilities, experience and skills, expected contribution to the Company and potential impact of the NEO’s performance on revenue and net income growth. Target amounts below are shown as a percent of each NEO’s base salary.

2020 performance goals and results

Our CEO makes recommendations regarding individual or business unit performance goals, which are reviewed and approved by the compensation committee.

Based on achievement of the applicable performance goals, the CEO’s annual cash incentive was designed to be paid out in amounts up to 200%, and all other NEOs’ annual cash incentives were designed to be paid out in amounts up to 150%, of the individual target amounts for performance exceeding objectives. Annual cash incentive awards could be paid out in amounts below the individual target amounts if actual performance achieved minimum thresholds. The awards were initially designed so that performance below threshold would result in no payout for a given goal.

As discussed in more detail above, in light of COVID-19, in October 2020, the compensation committee approved the adjusted performance goals associated with the NEOs’ annual cash incentive awards to reflect updates to management’s expectations of the Company’s performance and the general economic climate. In general, the adjusted goals were designed to measure performance during only the second half of 2020 (“2H”), except as otherwise indicated below. The compensation committee also decreased the payout opportunities under the annual cash incentive awards to 50% of their pre-pandemic levels. The table below illustrates the reduced annual cash incentive opportunities for our participating NEOs:

In 2020, we also paid a special bonus of $50,000 to Mr. Freund in connection with his appointment as Chief Financial Officer.

Equity Awards

We believe that performance-based equity awards are effective tools for meeting our compensation goals because the conditions to vesting motivate the achievement of performance goals and the value of the grants will increase as the value of our stock price increases. We have not historically provided stock option grants to each NEO on an annual basis, but rather, have done so periodically based on our performance. We believe that stock options are an effective tool for meeting our compensation goals because NEOs are rewarded only if our stock price increases relative to the stock option’s exercise price. We consider a number of internal factors, such as the relative job responsibility, the value of each NEO’s existing vested and unvested equity incentive awards, individual performance history, prior contributions to the Company and the size of prior grants. Our CEO makes equity award grant recommendations for each executive officer, including our NEOs (other than himself). Grant recommendations are presented to the compensation committee for its review and approval.

Initial 2020 Equity Awards

In March 2020, we granted the equity-based incentive awards set forth in the table below to our NEOs other than the CEO. At the time the equity-based incentive awards were granted, due to the substantial uncertainty arising from the pandemic, the Board of Directors had substantial reason to believe that the grant date value of all performance-based equity incentive grants were zero because the probability of reaching the required thresholds of vesting was low. Despite that concern, the Board of Directors did not adjust the awards or the associated performance measures until October 2020, after the second half re-plan was completed over the summer and market conditions and operations stabilized.

Assuming maximum payout of all granted equity without the impact of COVID-19 for 2020, Mr. Freund’s annual equity award opportunity (in grant date fair value) was increased by approximately 61% in recognition of his appointment as Chief Financial Officer. Assuming maximum payout of all granted equity without the impact of COVID-19 for 2020, Messrs. Coughlin’s and Gavrilenya’s annual equity award opportunities (in grant date fair value) were increased by approximately 50% and 118%, respectively, in recognition of their recent appointments as Group Presidents of Corporate Payments and North American Fuel, respectively. Assuming maximum payout of all granted equity without the impact of COVID-19 for 2020, Mr. Netto’s annual equity award opportunity (in grant date fair value) was increased by approximately 21% in recognition of his performance.

As discussed above, Mr. Clarke did not receive equity-based awards in 2020. Due to the extreme uncertainty of impact of the pandemic, our CEO agreed to not receive a new equity award in 2020.

Performance Share Grants

The NEOs other than Messrs. Clarke and Dey received 2020 Performance Share awards tied to Adjusted EPS achievement (“Performance Shares”). The Performance Shares were initially designed to be earned if we achieved Adjusted EPS of $13.55 for the 2020 fiscal year. This initial goal exceeded the Adjusted EPS performance goals for our 2017, 2018, and 2019 Performance Share awards, which were $8.31, $10.20 and $11.55, respectively. Our actual Adjusted EPS performance for those years was $8.54, $10.74 and $11.68, respectively.

As discussed above, the compensation committee took decisive action in October 2020 to adjust the Performance Shares in order to mitigate the impact of COVID-19. Specifically, each NEO’s Performance Share award opportunity was reduced by 50%, and the compensation committee established a new Adjusted EPS target of $5.26 for the second half of 2020.

In January 2021, the compensation committee determined that the modified Adjusted EPS objective was achieved, based on our Adjusted EPS performance for the second half of 2020 of $5.78. As a result, each of the NEOs earned their Performance Shares, which were paid in full in the form of common shares. Our full-year 2020 Adjusted EPS performance was $11.09, which would have resulted in no payout under the original Adjusted EPS goal.

Performance-Based RSU Grants

In addition to the Performance Shares, in 2020, we granted Performance-Based RSU awards to each of the NEOs other than Messrs. Clarke and Dey tied to achievement with respect to corporate or business unit revenue goals.

As discussed above, the compensation committee took decisive action in October 2020 to adjust the Performance- Based RSUs in order to mitigate the impact of COVID-19. Specifically, each NEO’s Performance-Based RSU award opportunity was reduced by 50%, and the compensation committee adjusted the applicable performance goal or goals for each award to reflect performance during only the second half of 2020.

The Performance-Based RSUs earned by each of the NEOs in 2020 (based on the achievement of the applicable adjusted performance goals) are subject to a three-year rateable vesting schedule, pursuant to which the earned Performance-Based RSUs will generally vest in substantially equal installments on each of the first three anniversaries of the grant date.

The tables below illustrate, for each participating NEO, (1) actual performance with respect to the performance metrics as adjusted by the compensation committee in October 2020 for the 2020 Performance-Based RSU awards, and (2) the number of Performance-Based RSUs earned in 2020 that are eligible to vest on a ratable basis. The number of PRSUs earned for performance falling between the “threshold” and “maximum” performance levels set forth in the table below was determined without interpolation between performance levels (subject to rounding).

In 2020, Mr. Netto was granted a retention equity award in the form of an additional 35,000 performance-based stock options with an exercise price equal to the fair market value of our common shares on the grant date (closing stock price). The Company intends to establish performance goals that Mr. Netto must achieve to become vested in these additional stock options after three years. Because the performance objectives have not yet been established, the grant date fair value for these stock options is not yet determinable.

Omission of Certain Goal Levels

We believe that disclosure of certain goal levels for our NEOs’ annual cash incentive and equity awards described above would cause us competitive harm. However, we have provided information regarding the payout levels that would be applied based on percentage achievement against the target levels for such goals. In setting the applicable target levels, the compensation committee considered how achievement of the performance goals could be impacted by events expected to occur in the coming years, and how likely it would be for the goals to be achieved. We believe that the below-target goals (where applicable) have been established at levels that should be appropriately difficult to attain, and that the target goals require considerable effort on the part of each NEO to achieve. Achievement of above-target goals (where applicable) is considered to be a “stretch” target given market conditions.

Other Compensation and Benefits

Employee Benefits. All U.S.-based salaried employees including NEOs may participate in a 401(k) plan. Our 401(k) plan provides that we match 25% of an employee’s contribution, up to an employee contribution of 4% of salary. Our NEOs in the U.S. may participate in this 401(k) plan on the same basis as all of our other participating employees. Consistent with local employment practices, our senior executives in Brazil, including Mr. Netto, receive a car allowance on a monthly basis to assist with the cost of transportation.

We provide health benefits to all of our eligible employees and pay the premiums for these benefits on behalf of our NEOs. We provide to our NEOs life insurance benefits, long-term care insurance and concierge doctor services and also pay these premiums.

We do not provide any nonqualified deferred compensation arrangements or defined benefit pension plans to our NEOs.

Employment Agreements and Offer Letters; Severance and Change-in-Control Benefits. We entered into an employment agreement with our CEO in 2010. We have also entered into offer letter agreements with each of our other NEOs, including Mr. Freund in 2020. Mr. Clarke’s and the other NEOs’ (except for Mr. Freund’s) agreements provide that in the case of their termination under specific circumstances, they will be entitled to certain severance payments. These agreements are discussed below in “Potential Payments Upon Termination or Change in Control.”

We provide severance compensation if certain NEOs are terminated without cause to attract and retain qualified executive talent, and, with respect to post-change in control benefits, to incentivize such NEOs to act in the best interests of our shareholders in the face of a transaction even if they may be terminated as a result.

As noted above, Mr. Dey retired from his position as CFO but remained with the Company as a senior advisor through the end of 2020 to ensure a smooth transition of his duties. In connection with his role as a senior advisor through the end of 2020, Mr. Dey did not receive any base salary or annual cash incentives; however, Mr. Dey was entitled to continue to vest through the end of 2020 in equity awards previously granted to him by the Company and receive Company medical benefits until he reaches age 65.

Process to Review, Revise, and Set Compensation

The compensation committee is responsible for administering our executive compensation program and making decisions with respect to the compensation paid to our NEOs. In making such decisions, the compensation committee considers a variety of factors, including:

	The compensation committee’s evaluation of the competitive market, including referencing peer group data;
	The feedback received from our shareholders and proxy advisory firms;
	The roles and responsibilities of our executives, including each executive’s impact on creating shareholder value;
	The individual experience and skills of, and expected contributions from, our executives;
	Pay relative to other NEOs at the Company;
	The individual performance of our executives during the year and the historical performance levels of our executives; and
	Our overall financial performance.

Our CEO provides substantial input to the compensation committee in reviewing the performance of the other executive officers and making compensation recommendations for executive officers who report directly to him. The CEO does not participate in determining the amount of his own compensation. Decisions regarding the compensation of our CEO are made by the compensation committee.

Compensation Peer Group

We considered the compensation levels, programs and practices of industry peer companies to assist us in setting compensation for our NEOs by considering market competitiveness and the goal of motivating our executives to appropriately drive corporate performance. The compensation committee periodically reviews and updates the list of companies comprising the peer group to provide an appropriate marketplace focus.

In 2018, the compensation committee engaged its former compensation consultant, Pearl Meyer, to construct an industry peer group that the compensation committee could use to analyze the competitive market. In general, the industry peer group was identified by considering similarly sized publicly traded companies in the data processing, payments and business services sectors. Prior to establishing the 2020 compensation opportunities for the NEOs, the Company modified the peer group. Specifically, Total System Services, Inc. and Worldpay, Inc. were removed because they were each acquired during 2019. In addition, nine companies were added to the peer group. The Company evaluated multiple criteria in determining the appropriate peer group, including industry, revenue, market capitalization, competitors to our various lines of business, business models and profitability.

Information on Other Compensation-Related Topics

Stock Ownership Policy. Our executive officers are subject to stock ownership requirements (expressed as a multiple of base salary). In response to input in our shareholder outreach process, we increased the stock ownership guideline requirements in 2019 to the following levels (which must be obtained within five years):

	Chief Executive Officer  6x
	Chief Financial Officer  4x
	All Other Executive Officers  3x

Currently, Messrs. Clarke, Freund, Coughlin, Gavrilenya, and Netto are in compliance with this policy. As a result of his departure from the Company, Mr. Dey is no longer subject to the stock ownership policy.

Insider Trading Policy. The Company maintains an insider trading policy applicable to all directors and employees. The policy provides that Company personnel may not buy, sell or engage in other transactions in the Company’s stock while in possession of material non-public information, buy or sell securities of other companies while in possession of material non-public information about those companies they become aware of as a result of business dealings between the Company and those companies, or disclose material non-public information to any unauthorized persons outside of the Company. The policy also restricts trading for a limited group of Company employees (including all directors and NEOs) to defined window periods which align with our quarterly earnings releases.

Anti-Hedging and Pledging Policy. Derivative securities are securities, contracts or arrangements the value of which varies in relation to the price of our securities. For example, derivative securities would include exchange-traded put or call options, as well as individually arranged derivative transactions, such as prepaid forwards. Many forms of derivatives are speculative in nature (meaning that their value fluctuates based on short- term changes in the price of our shares), and the purchase or sale of such derivatives by our employees could motivate them to take actions that are in conflict with the long-term interests of other shareholders and could also cause the appearance of misuse of inside information.

Our employees, officers and directors are prohibited from purchasing or selling derivative securities, entering into derivatives contracts relating to our stock or otherwise engaging in hedging transactions. The prohibition on hedging transactions does

not apply to stock options and awards under employee plans. Furthermore, our insider trading compliance policy prohibits executive officers and directors from pledging or otherwise using our common shares as collateral.

Equity Grant Practices. We generally grant equity-based incentives annually during the first calendar quarter. To date there has been no set program for the award of incremental periodic grants, and our compensation committee retains discretion to make equity awards at any time, including in connection with the promotion of an executive, to reward an executive for extraordinary performance or the assumption of additional responsibilities or for retention purposes.

Clawback Policy. In 2019, in response to shareholder input received during our outreach process, as well as the results of a shareholder proposal submitted to shareholders in 2019, we adopted a new clawback policy applicable to our executive officers, including our NEOs, which applies to all incentive-based compensation earned by our executive officers. The clawback policy provides that if our compensation committee determines that an executive officer engaged in misconduct that contributed to the Company being required to make a restatement of its financial statements, the Company will promptly recover from such executive officer all incentive-based compensation received that was in excess of the incentive-based compensation such executive officer would have received under the restated financial results of the Company.

Tax Gross-Ups. The Company does not provide excise tax gross-ups for any of its NEOs.

Risk Assessment in Compensation Programs. We believe our compensation programs encourage and reward prudent business judgment without encouraging undue risk. The compensation committee reviews our compensation programs for features that might encourage inappropriate risk-taking. We believe our compensation policies and practices do not create undue risks that are reasonably likely to have a material adverse effect on us.

Consideration of 2020 Say-On-Pay Vote. Our say-on-pay proposal at our 2020 Annual Meeting of Shareholders received approval from approximately 96% of the votes cast. The compensation committee considered the results of this vote to represent strong support for our named executive officer compensation program. The compensation committee did not make any changes to the 2020 named executive officer compensation program that were specifically driven by the results of the 2020 say-on-pay vote.