UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A 

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

(Amendment No.     )

 

 

 

Filed by the Registrant ☒                  Filed by a party other than the Registrant ☐

 

Check the appropriate box:

 

Preliminary Proxy Statement

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

Definitive Proxy Statement

 

Definitive Additional Materials

 

Soliciting Material under §240.14a-12

 

 

 

 

FLEETCOR TECHNOLOGIES, INC. 

(Name of Registrant as Specified In Its Charter) 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

No fee required.
 
Fee paid previously with preliminary materials.

 

Fee computed on table in exhibit required by Item 25 (b) per Exchange Act Rules 14a-6 (i) (1) and D-11.
 

 

 

 

 

 

 

 

2022

Notice of Annual Meeting
& Proxy Statement

 

 

 

 

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER

 

  

Ronald F. Clarke

Chairman &

Chief Executive Officer

 

My Fellow Shareholders,

 

Thank you for your investment and trust in FLEETCOR. I’m delighted to report another successful year in 2021, as we’ve rebounded from last year’s COVID impact and made significant strides to position the Company for growth for years to come.

 

Performance & Positioning

 

For 2021, we reported record revenue of $2.83 billion, up 19% year-over-year, and adjusted net income per diluted share of $13.21, also up 19% year-over-year. Underpinning these results were record organic growth and retention trends.

 

Strategically, Corpay, our corporate payments business, formally launched our Corpay One platform for small and medium-sized businesses (SMB). Our solution will combine into one comprehensive platform our capabilities for employee, field-based purchases with centralized bill pay. We believe the platform has enormous potential and can be quite additive to the specialized payment services our customers enjoy today. These changes are intended to improve and position the company for faster, more durable growth, as we broaden our products and services across all-in-one platforms where our customers can better serve themselves and more easily purchase more solutions from us.

 

We’re on the forefront of electric vehicle (EV) infrastructure support. We’ve added public acceptance networks for EV - public charge points or recharge points — both in the U.S. and in Europe. We’ve invested in EV software companies that facilitate at-home recharging and reimbursement. We signed up a few hundred clients to our EV service to get feedback on the service, as we meet the market with solutions that help them make the transition.

 

The high cash flow nature of our businesses fund our investments in sales and information technology, driving future organic growth, and improving product quality and customers’ experience. It also supports our flexible, but disciplined capital allocation, as we closed 4 acquisitions for over $950 million, and repurchased 5.5 million shares as the value of our stock diverged from the growth profile of the business. Our strong balance sheet and low leverage sets up well for future acquisitions and/or stock repurchases.

 

Ultimately, we believe we’ve returned to our mid-term objectives to grow revenue and adjusted net income per diluted share 10% and 15-20% annually, respectively. We expect the market to reward our performance as we deliver results throughout the year.

 

Governance & Board Oversight

 

Our Board of Directors recognizes that financial performance alone is not sufficient.

 

We have a strong and experienced Board of Directors with a diverse set of skills and experience, including leading large, global public companies within our industry. These committee members provide critical oversight regarding audit, compensation and governance matters.

 


 

2022 Notice of Annual Meeting & Proxy Statement   1

 

 

 

 

 

A LETTER FROM OUR CHIEF EXECUTIVE OFFICER

 

 

Environmental & Social Endeavors

 

Culture, Diversity & Sustainability

 

We recently published our updated Corporate Responsibility & Sustainability report and we are proud of the journey we provide our employees at all levels. Our comprehensive employee development and training programs offer the tools and resources to attract and retain the best talent. Our benefits and our adoption of the Rooney Rule for roles vice president and above, further strengthen our competitive packages. We will continue to monitor the current environment for talent, and adjust our offerings to maintain our position as an employer of choice in the payments industry.

 

Our values foster an inclusive culture, and we are proud of the environment that we’ve created where women represent more than one-half of our global workforce, and less than two-thirds of our domestic employees identify as White/Caucasian. We believe this diversity enhances our personal work experiences and boosts our company’s performance.

 

As a global leader in the payments industry, our primary opportunities for reducing direct environmental impact are the efforts we make to operate our data centers and office buildings around the world efficiently and responsibly. We are proud that over the last five years, the footprint and energy use in our global data is down 40% and 62%, respectively. We will continue to work to improve our corporate environmental footprint, as we rationalize office space globally, in light of the changing work-from-home and office dynamic.

Your Support

 

On behalf of our Board of Directors, we sincerely ask that you vote with our recommendations. We appreciate our shareholders’ support and feedback, and we will continue to reach out on a regular basis to gain further insights and perspectives.

 

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 9, 2022 at 10:00 a.m.

 

2       2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS

 

     
     
Meeting Date and Time: Meeting Place: Record Date:
June 9, 2022 3280 Peachtree Road, Suite 2400 April 14, 2022
10:00 a.m. Eastern Daylight Time Atlanta, Georgia 30305  
     
     

 

Agenda

 

To elect the ten directors

 

To ratify the reappointment of Ernst & Young LLP as the Company’s independent public accounting firm

 

To approve, on an advisory basis, named executive officer compensation

 

To approve the FLEETCOR Technologies, Inc. Amended and Restated 2010 Equity Compensation Plan

 

To approve an amendment to the Company’s Certificate of Incorporation and Bylaws to adopt a shareholder right to vote by written consent

 

To vote on a shareholder proposal to modify the shareholder right to call a special shareholder meeting, if properly presented

 

We may transact other business that properly comes before the meeting.

 

Mailing Date and Availability of Proxy Materials

 

On April 29, 2022, we mailed a notice of electronic availability of proxy materials to shareholders. Shareholders of record at the close of business on April 14, 2022 are entitled to receive notice of, and to vote at, the meeting.

 

YOUR VOTE IS IMPORTANT

 

Please vote as soon as possible by one of the methods shown below, whether or not you expect to attend the annual meeting. Be sure to have your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials in hand and follow the instructions below. Vote by 11:59 P.M. ET the day before the meeting.

 

     
By Internet By Phone By Mail
www.proxyvote.com 1-800-690-6903 Mark, sign and date your proxy card
Use the internet to transmit your voting Use any touch tone telephone to and return it in the postage-paid
instruction and for electronic delivery of transmit your voting instructions envelope provided with your proxy
information   materials or return it to Vote Processing,
    c/o Broadridge, 51 Mercedes Way,
    Edgewood, NY 11717
     
     
Sincerely,    
FLEETCOR Board of Directors    

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on June 9, 2022: Our Proxy Statement and Annual Report to Shareholders are available at investor.FLEETCOR.com.

 

2022 Notice of Annual Meeting & Proxy Statement   3

 

 

 

 

 

TABLE OF CONTENTS

 

01. SUMMARY   5
       
02. FLEETCOR AT A GLANCE   6
  Our Vision
   6
  Our Mission   6
  Our Strategy   7
  Our Performance
   7
  Our Board of Directors   8
  Forward-Leaning Corporate Governance   9
  Forward-Leaning Compensation Practices   9
  Shareholder Engagement Results   9
  Our Commitment to Culture, Diversity, Inclusion, Belonging and Sustainability   10
       
03. CORPORATE GOVERNANCE AND BOARD MATTERS   13
  Our Board of Directors   13
  Director Nominees   14
  Evaluation and Evolution of Our Board   17
  Board Meetings and Committees   17
  Board Leadership   19
  Risk Oversight   20
  Director Independence   21
  2021 Director Compensation   21
  Director Qualifications   22
  Director Nomination Process   22
  Governance Policies   23
       
04. INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT   24
       
05. COMPENSATION DISCUSSION AND ANALYSIS   26
  Navigating the Opportunities of 2021   26
  Forward-Leaning Compensation Practices   28
  Components of Compensation and Target Direct  Compensation Mix   30
  2021 CEO Pay Program Overview   32
  Key Elements of 2021 Named Executive Officer Compensation   34
  Process to Review, Revise, and Set Compensation   42
  Compensation Peer Group   43
  Information on Other Compensation-Related Topics   44
       
06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION   45
       
  2021 Summary Compensation Table   45
  2021 Grants of Plan-Based Awards   47
  Outstanding Equity Awards at 2021 Fiscal Year-End   48
  2021 Option Exercises and Stock Vested   50
  Potential Payments Upon Termination or Change in Control   50
       
07. EQUITY COMPENSATION PLAN INFORMATION   53
       
08. COMPENSATION COMMITTEE REPORT   53
09. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION   53
       
10. 2021 CEO PAY RATIO   54
       
11. CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS   54
       
12. DELINQUENT SECTION 16(A) REPORTS   55
       
13. FIVE YEAR STOCK PERFORMANCE GRAPH   55
       
14. AUDIT COMMITTEE REPORT   56
       
15. AUDIT MATTERS   57
       
16. PROPOSAL 1: ELECTION OF DIRECTORS   58
       
17. PROPOSAL 2: RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2022   59
       
18. PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION   59
       
19. PROPOSAL 4: APPROVAL OF THE FLEETCOR TECHNOLOGIES, INC. AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN   60
       
20. PROPOSAL 5: ESTABLISH A RIGHT TO VOTE BY WRITTEN CONSENT   70
       
21. PROPOSAL 6: MODIFY SHAREHOLDER RIGHT TO CALL A SPECIAL MEETING   72
       
22. ADDITIONAL INFORMATION   74
  Shareholder Proposals   74
  Solicitation of Proxies   74
  Voting Procedures   74
  Householding of Proxy Materials   76
       
23. APPENDIX A: MANAGEMENT’S USE OF NON-GAAP FINANCIAL MEASURES   76
       
24. APPENDIX B: AMENDMENT TO COMPANY’S CERTIFICATE OF INCORPORATION TO ALLOW ACTION BY WRITTEN CONSENT   78
       
25. APPENDIX C: AMENDMENT TO THE COMPANY’S BYLAWS TO ALLOW ACTION BY WRITTEN CONSENT   81
       
26. APPENDIX D: FLEETCOR TECHNOLOGIES, INC. AMENDED AND RESTATED 2010 EQUITY COMPENSATION PLAN   82

 

4 2022 Notice of Annual Meeting & Proxy Statement

 

 

 


 

01. SUMMARY

 

 
 
Information About Our 2022 Annual Meeting
 
Date and Time: Thursday, June 9, 2022, at 10:00 a.m. Eastern Daylight Time
 
Place: Our offices at 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305
 
Record Date: April 14, 2022 (77,340,818 common shares and 348,580 unvested restricted shares entitled to vote as of the record date).
 
Voting: Holders of common shares as of the close of business on April 14, 2022 may vote at the Annual Meeting. One vote per share for each director nominee and each of the other proposals described below.
 
 

 

  Proposals and Board Recommendations    
       
       
  Proposal Board
Recommendation
For More
Information
       
       
  To elect the ten directors FOR each nominee Page 58
       
       
  To ratify the reappointment of Ernst & Young LLP as our independent public accounting firm for 2022 FOR Page 59
       
       
  To approve, on an advisory basis, named executive officer compensation FOR Page 59
       
       
  To approve the FLEETCOR Technologies, Inc. Amended and Restated 2010 Equity Compensation Plan FOR Page 60
       
       
  To approve an amendment to the Company’s Certificate of Incorporation and Bylaws to adopt a shareholder right to vote by written consent FOR Page 70
       
       
  To vote on a shareholder proposal to modify the shareholder right to call a special shareholder meeting, if properly presented AGAINST Page 72
       
       
 

For complete information regarding our 2022 annual meeting of shareholders, the proposals to be voted on and our performance, please review the entire proxy statement and our 2021 annual report, available at investor.FLEETCOR.com and proxyvote.com.

 

2022 Notice of Annual Meeting & Proxy Statement

5

 

 

 


 

02. FLEETCOR AT A GLANCE

 

 

 

$2.8B 

ANNUAL REVENUE

 

 

 

100+ 

COUNTRIES

 

 

 

2B+ 

TRANSACTIONS 

PER YEAR

 

 

 

9,700+ 

EMPLOYEES 

 

 

 

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 $125 trillion each year with other businesses. 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 provides control, reporting, and automation 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.

 

As of December 31, 2021

 

6 2022 Notice of Annual Meeting & Proxy Statement

 

 

 


 

02. FLEETCOR AT A GLANCE

 

Our Strategy

 

We are executing on a strategy of optimizing assets, leveraging similar selling methods, and bundling and cross-selling value-added solutions. We continue to enhance our solutions to displace inferior payment methods, improve customers’ mobile and digital experiences, and extend utility. We actively market and sell to current and prospective customers leveraging a multi-channel go-to-market approach, which includes comprehensive digital channels, direct sales forces and strategic partner relationships. We supplement our organic growth strategy and sales efforts by pursuing attractive acquisition opportunities, which serve to strengthen and extend our market positions and create value even faster. With a long, proven operating history, FLEETCOR now serves hundreds of thousands of business customers with millions of cardholders making payments to millions of vendors around the world.

Our Performance

 

FLEETCOR has become a global leader in business payments by delivering a superior track record of growth, generating compound annual growth rates of 17% in revenue and 18% in adjusted net income per share (Adjusted EPS) since 2012.

 

 

 

 

(1) Adjusted net income per share is GAAP net income per share as reflected in our statement of income, adjusted to eliminate certain items. The reconciliation of adjusted net income per share to our GAAP numbers is provided in Appendix A to this proxy statement.

 

2022 Notice of Annual Meeting & Proxy Statement

7

 

 

 


 

02. FLEETCOR AT A GLANCE

 

FLEETCOR’s ability to execute consistently on our strategy and deliver sustained revenue and profit growth has translated into an attractive return for shareholders since 2011, delivering a compound annual growth rate of 22.3% in share price.

 

Relative Share Price Performance Chart

 

 

 

The above graph assumes $100 invested on December 30, 2011, at the closing per share price of our common shares on that day ($29.87) through December 31, 2021, and compares (a) the percentage change of our cumulative total shareholder return on the common shares (as measured by dividing (1) the difference between our share price at the end and the beginning of the period presented by (2) the share price at the beginning of the periods presented) with (b) (1) the S&P 500® Data Processing & Outsourced Services index, (2) the S&P 500®, and (3) the Russell 2000.

 

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.

 

8 2022 Notice of Annual Meeting & Proxy Statement

 

 

 


 

02. FLEETCOR AT A GLANCE

 

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

Continued the expansion of our environmental, social and governance (ESG) initiatives, including the continued publication of annual Corporate Responsibility and Sustainability report

 

In addition we are proposing in this proxy statement amendments to our certificate of incorporation and bylaws to allow shareholders to act by written consent.

 

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

Utilize an independent compensation consultant

 

Shareholder Engagement Results

 

Our 2021 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 stockholder engagement ensured that we heard the feedback of our shareholders — in addition to generous access to the management team, after we mailed the 2021 Proxy, but before the 2021 stockholder meeting, we offered the opportunity to discuss our Proxy with our top 10 stockholders as of December 31, 2020.

 

2022 Notice of Annual Meeting & Proxy Statement

9

 

 

 


 

02. FLEETCOR AT A GLANCE

 

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 includes a focus on 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 employees.

 

We created a sustainability working group in 2020, consisting of dedicated internal resources and external advisors to address environmental, social, and governance (ESG) factors that are important to our business. During 2021, our sustainability working group continued to evaluate 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, 2021, FLEETCOR employed approximately 9,700 associates located in more than 15 countries around the world, with approximately 3,900 of those associates based in the United States. At FLEETCOR, we strongly believe that talent is a strong 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 core values, listed below, 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 focus on diversity, inclusion and belonging (DIB) is important to our successful “One FLEETCOR” culture. As of December 31, 2021, females represented approximately 53% of our global workforce and approximately 22% of our senior leadership team, while minorities comprised approximately 42% of our domestic workforce and approximately 14% 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 (each, an 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.

 

 

 

 

 

10 2022 Notice of Annual Meeting & Proxy Statement

 

 

 


 

02. FLEETCOR AT A GLANCE

 

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 additional to our regular benefit offerings, we focused on physical and mental well-being in 2021. 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 2021 annual survey was approximately 75%. Our employee engagement score in 2021 remained consistent (1 point lower than) our 2020 results. We are proud of these results during the continued COVID-19 pandemic and amid the great resignation. We believe our employee proposition remains strong and we continue to attract and retain top talent. We continue to 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. Throughout 2021, we conducted several additional surveys to assess the ongoing engagement of our workforce.

 

In October 2020, FLEETCOR published its inaugural Corporate Responsibility & Sustainability Report (CRS Report), in which we provided detailed information about the Company’s views and approaches regarding environmental, social and governance issues. We published a 2021 CRS Report in January 2022, which contains information incremental to our inaugural report and is therefore intended to be read in conjunction with that report. Our 2021 CRS Report includes further details related to our global talent strategy, DIB metrics, employee wellness and talent development. We are currently preparing our third annual CRS Report for publication later this year. Our CRS Reports may be accessed electronically at https://investor.FLEETCOR.com, in the governance section.

 

Core Values

 

 

 

INNOVATION

Figure out
a better way

 

 

 

EXECUTION 

Get it done quickly

 

 

 

INTEGRITY

Do the right thing

 

 

 

PEOPLE

We make the difference

 

 

 

COLLABORATION

Accomplish more together

 

 

2022 Notice of Annual Meeting & Proxy Statement

11

 

 

 


 

02. FLEETCOR AT A GLANCE

 

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

 

Intend to continue strengthening our sustainability recording and reporting processes

 

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

 

Continue our multi-year initiative to consolidate data centers

 

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
   
   

 

12 2022 Notice of Annual Meeting & Proxy Statement

 

 

 


 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

Our Board of Directors

 

Our Board currently consists of ten highly experienced and engaged members. Except for our CEO, all of our directors are independent under the NYSE rules. We continually focus on Board composition to ensure an appropriate mix of tenure and expertise that provides fresh perspectives and significant industry and subject matter experience.

 

The complexity of our global business requires oversight by experienced, informed individuals that understand the industry and challenges, and our Company on a deep level. Our directors’ diverse backgrounds contribute to an effective and well-balanced Board that is able to provide valuable insight to, and effective oversight of, our senior management team.

 

 
DIRECTOR EXPERIENCE
 
     
 

Payments, financial services and fintech 

Informed about industry

 

9 of 10
 

Finance & accounting 

Understands the financial complexities of our business

 

8 of 10
 

Marketing & advertising 

Participates in expanding our business and brand awareness

 

3 of 10
 

Technology & innovation 

Equipped to respond to rapidly changing technology

 

9 of 10
 

Global business 

Able to navigate the global opportunities of our business

 

7 of 10
 

Cyber & information security 

Committed to maintaining customers’ trust

 

4 of 10
 

Business development & strategy 

Able to respond to fast-moving changes

 

8 of 10
 

Other public company leadership or board service 

Experienced in large-scale strategy and operations

 

8 of 10

 

Tenure*:

11 Years Average

 

 

 

*Since Company IPO in 2010
and through 2022

 

Age: 65 Average

 

 

 

2022 Notice of Annual Meeting & Proxy Statement

13

 

 

 


 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

Director Nominees

 

The Nomination and Governance committee evaluates Board’s composition at least annually to determine whether directors’ backgrounds and experiences align with our long-term strategy. The committee also takes into consideration the results of the Board’s self-evaluation. Based on its review, the committee determines whether Board refreshment is needed in the near future. Then the committee searches for potential candidates, utilizing a variety of sources to help identify nominees who would be valuable assets to our Board and to FLEETCOR. To meet the needs of our Board, the committee seeks to identify candidates possessing the desired qualities, skills and background.

 

In 2019, we began to phase out the classified board structure that had been in effect since before we went public in 2010. All directors whose terms expire at this year’s annual meeting will stand for election for a one-year term, expiring at the following annual meeting. At and after the annual meeting, all directors will be elected annually and we will have no classified director terms.

 

Based on the needs of the Board and FLEETCOR, the Board has selected Messrs. Stull, Buckman, Clarke, Farrelly, Hagerty, Johnson, Jones, Macchia, Sloan and Ms. Moddelmog as nominees to be voted upon at the annual meeting by the shareholders.

 

 

 

Lead Independent Director

Age: 63

Director Since: 2000

  Steven T. Stull
 

Featured experience, qualifications and attributes: CEO and Co-Founder of Advantage Capital Partners, a private equity firm, overseeing investments in the technology, financial and information services industries, since 1992; prior Investment executive with a large insurance company; Chief financial officer of an information services company and other career experience in financial institutions

 

Provides: Deep experience in investments and the financial services business

       

  

Age: 74

Director Since: 2013

Michael Buckman
 

Featured experience, qualifications and attributes: former Managing Partner and Founder of Buckman Consulting LLC, a travel, logistics and payment systems consulting firm, since founding in 2009; prior President of the Asia/Pacific division of BCD Travel, and Chief Executive Officer of BCD from 2001 to 2007; Senior executive positions with Homestore.com, American Express, Sabre Travel Services, American Airlines and Worldspan

 

Provides: Extensive experience as a senior executive of various technology, travel and payment systems companies

       

14        2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

  

Age: 66

Director Since: 2000

  Ronald F. Clarke  
 

Featured experience, qualifications and attributes: Company CEO since August 2000; prior President & COO of AHL Services, Inc. a staffing firm; Chief Marketing Officer of Automatic Data Processing, a computer services company; Principal with Booz Allen Hamilton, a global management firm; Marketing Manager of General Electric Company, a diversified technology, media and financial services company

 

Other board experience (current): Ceridian HCM Holding Inc. (NYSE: CDAY)

 

Provides: Deep knowledge of our Company and industry through his service as our chief executive officer  

       

 

Age: 78

Director Since: 2014

  Joseph W. Farrelly  
 

Featured experience, qualifications and attributes: Senior Vice President, Chief Information Officer of Interpublic Group of Companies, Inc. (NYSE:IPG), a global provider of advertising and marketing services, from 2006 through March 2015; prior Executive Vice President and Chief Information Officer at Aventis, Vivendi Universal, Joseph E. Seagrams and Nabisco

 

Other board experience (current): NetNumber Inc.

 

Other board experience (prior): Helium, GridApps and Aperture Technologies, Inc., all of which were acquired by larger companies in their respective industries

 

Provides: Substantial experience and knowledge regarding information technology and security; experience in advertising and marketing   

       

 

Age: 59

Director Since: 2014

  Thomas M. Hagerty  
 

Featured experience, qualifications and attributes: Managing Director of Thomas H. Lee Partners, L.P., a leading private equity firm, since 1994

 

Other board experience (current): Black Knight, Inc. (NYSE: BKI), Ceridian HCM Holding Inc. (NYSE: CDAY), Fidelity National Financial, Inc. (NYSE: FNF), Optimal Blue, and Foley Transimene Acquisition Corp.

 

Provides: Managerial and strategic expertise developed by working with and enhancing value at large, growth-oriented companies; expertise in corporate finance; substantial public company board experience

       

2022 Notice of Annual Meeting & Proxy Statement 15

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

Age: 69

Director Since: 2003

  Mark A. Johnson  
 

Featured experience, qualifications and attributes: Partner at Total Technology Ventures, a venture capital firm specializing in financial services since September 2008; prior Vice Chairman of CheckFree Corporation, an electronic payments company, leading business development and launch of commercial and consumer electronic funds transfer services; Founder of e-RM Ventures, a private investing consultancy focused on early-stage payments-related companies

 

Other board experience (current): Cardlytics, Inc. (NASDAQ: CDLX) and certain private companies

 

Provides: Deep knowledge of the financial institutions industry, financial markets and e-commerce experience

       

 

Age: 50

Director Since: 2020

  Archie L. Jones, Jr.  
 

Featured experience, qualifications and attributes: Managing Director of Six Pillars Partners, a private equity firm investing in high-growth companies, and a Professor at Harvard Business School; prior executive positions at private equity, public and private companies including NOWaccount Network Corporation, IBM, Kenexa (NYSE: KNXA) and Parthenon Capital; Certified Public Accountant and graduate of Morehouse College and Harvard Business School

 

Other board experience (current): 1st Choice Credit Union and Project Evident

 

Provides: Managerial expertise in the financial institutions industry; expertise in mergers and acquisitions

       

 

Age: 66

Director Since: 2017

  Hala G. Moddelmog  
 

Featured experience, qualifications and attributes: President & CEO of the Woodruff Arts Center, which enriches the lives of more than 800,000 patrons annually, including more than 170,000 students and teachers, making the Woodruff Arts Center the largest arts educator in the state of Georgia; prior President & CEO of the Metro Atlanta Chamber of Commerce; President of Arby’s Restaurant Group, Inc., a division of Wendy’s/Arby’s Group, Inc. (NYSE: WEN); President & CEO of Susan G. Komen for the Cure, the world’s largest breast cancer organization; CEO of Catalytic Ventures, LLC, a business that evaluated investment opportunities in foodservice, franchising and multi-unit retail; and President of Church’s Chicken

 

Other board experience (current): Lamb Weston Holdings, Inc. (NYSE: LW)

 

Other board experience (prior): Amerigroup Corporation (NYSE: AGP) from 2009 to 2012; AMN Healthcare Services, Inc. (NYSE: AHS) from 2008 to 2010 and a number of non-profit boards of directors

 

Provides: Over 20 years leading and enhancing value at high-growth companies including through M&A; expertise in marketing; experience as an executive of large public companies; community ties and extensive board experience

       

16        2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

 

 

Age: 70

Director Since: 2010

  Richard Macchia  
 

Featured experience, qualifications and attributes: Chief Financial Officer and Senior Vice President of Administration for Internet Security Systems, Inc., an information security provider, from 1997 through October 2006, when it was acquired by International Business Machines Corporation; senior executive roles, including as principal financial officer and accounting officer, with several public companies, including with MicroBilt Corporation, a financial information services company, and First Financial Management Corporation, a company providing credit card authorization, processing and settlement services and other enterprise solutions; Partner in the audit and assurance practice of KPMG

 

Provides: Over 20 years of experience in the financial and information services industry and significant audit and accounting background

       

 

 

Age: 54

Director Since: 2013

  Jeffrey S. Sloan  
 

Featured experience, qualifications and attributes: CEO of Global Payments Inc., a leading international payments technology company since 2013; prior Executive positions with Goldman Sachs Group, Inc., including Partner and the worldwide head of Goldman’s financial technology group

 

Other board experience (current): Global Payments Inc. (NYSE: GPN); Metro Atlanta Chamber of Commerce; Atlanta Committee for Progress

 

Provides: 28 years of experience in the financial services and payments industries; financial acumen and experience as a public company executive

       

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 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 6 meetings in 2021, including committee meetings, and each director attended 100% of all Board and applicable committee meetings during the year.

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.

 

Our Board has five standing committees: an audit committee; a compensation committee, a nominating and corporate 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.


2022 Notice of Annual Meeting & Proxy Statement 17

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

        Nomination Executive & Information
    Audit Compensation Technology
        & Governance Acquisitions & Security
Michael Buckman M M
Ronald F. Clarke C
Joseph W. Farrelly M C
Thomas M. Hagerty C M
Mark A. Johnson M M
Archie L. Jones, Jr. M M
Richard Macchia C, F M
Hala G. Moddelmog M C
Jeffrey S. Sloan M M
Steven T. Stull M M
C = Chair M = Member                F = Financial Expert      

 

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 2021. 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 8 meetings in 2021. 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, clawback 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 and the compensation committee’s independent compensation consultant, in determining or recommending the amount or form of compensation for executive officers and directors.


18        2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

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 held 4 meetings in 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

overseeing 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.

 

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 2021, 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 2021. The information technology and security committee is responsible for providing oversight and leadership for our information technology security and cybersecurity, 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 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 security and cyber-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, since 2020 a Lead Independent Director has served 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. Mr. Stull has served as Lead Independent Director since 2020, with his term ending at the annual meeting. The Board expects that, if elected at the annual meeting, Mr. Stull will be appointed to serve another term as Lead Independent Director until the 2023 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

exercise and perform such other powers and duties as may be assigned to the Lead Independent Director by the Board from time to time

2022 Notice of Annual Meeting & Proxy Statement 19

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

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 and 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 and compliance 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 nomination and 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, 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 gover nance structure. The Board and the information tech nology 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 increased, management continued to evaluate when and how to re-open its locations, while recognizing that cities, states and countries are opening at different rates.


20 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

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 web-site 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.

 

2021 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 2021 had a target value at grant of approximately $250,000. The amount of these grants, which was unchanged from 2020, 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 serving in such capacity in January 2021 (Messrs. Farrelly, Hagerty, Macchia and Stull and Ms. Moddelmog). 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 December 31, 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 2021:


       

Name

Fees Earned or 

Paid in Cash ($)

Stock Awards ($) (1)

Total ($)

Michael Buckman $250,105 $250,105
Joseph W. Farrelly $50,000 $250,105 $300,105
Thomas M. Hagerty $50,000 $250,105 $300,105
Mark A. Johnson $250,105 $250,105
Archie L. Jones, Jr. $250,105 $250,105
Richard Macchia $50,000 $250,105 $300,105
Hala G. Moddelmog $50,000 $250,105 $300,105
Jeffrey S. Sloan $250,105 $250,105
Steven T. Stull $50,000 $250,105 $300,105

 

(1) Consisted of shares of restricted stock, which vested on January 25, 2022. The value for stock awards in this column represents the grant date fair value, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. On December 31, 2021, each non-employee director had 958 shares of restricted stock outstanding.

 

2022 Notice of Annual Meeting & Proxy Statement 21

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

Director Qualifications

 

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 renomination 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 2023 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 27, 2022, and no later than December 27, 2022. However, in the event that the 2023 annual meeting is called for a date that is not within thirty days of June 9, 2023, 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.


22 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

03. CORPORATE GOVERNANCE AND BOARD MATTERS

 

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


2022 Notice of Annual Meeting & Proxy Statement 23

 

 

 

 

 

04. 
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT

 

Common shares beneficially owned by our directors, our chief executive officer, our chief financial officer and our next three most highly compensated executive officers, whom we refer to as our “named executive officers” or NEOS, and all persons known to us to own more than 5% of our outstanding common shares, as of February 18, 2022. Percentages are based on 77,886,595 shares outstanding as of February 18, 2022.

 

Name and Address(1) Common Shares
Beneficially
Owned(2)
Right to
Acquire(3)
Total(4) Percent of
Outstanding
Shares
The Vanguard Group (5)
100 Vanguard Boulevard
Malvern, PA 19355
8,513,164   8,513,164 10.9%
T. Rowe Price, Inc. (6)
100 E. Pratt Street
Baltimore, MD 21202
6,893,301   6,893,301 8.9%
Blackrock, Inc. (7)
55 East 52nd Street
New York, NY 10055
5,911,778  – 5,911,778 7.6%
Wellington Management
Group LLP (8)
280 Congress Street
Boston, MA 02210
4,730,660   4,730,660 6.1%
Directors and NEOs:        
Ronald F. Clarke (9) 1,854,098 2,383,333 4,237,431 5.3%
Charles Freund (10) 33,742 161,559 195,301 *
John S. Coughlin (11) 33,879 238,647 272,526 *
Alexey Gavrilenya (12) 21,522 161,647 183,169 *
Armando L. Netto (13) 30,526 95,147 125,673 *

 

24        2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

04. 

INFORMATION REGARDING BENEFICIAL OWNERSHIP OF PRINCIPAL SHAREHOLDERS, DIRECTORS, AND MANAGEMENT

 

Name and Address(1) Common Shares
Beneficially
Owned(2)
Right to
Acquire(3)
Total(4) Percent of
Outstanding
Shares
Michael Buckman (14) 20,639 20,639 *
Joseph W. Farrelly (15) 14,131 14,131 *
Thomas M. Hagerty (16) 7,315 7,315 *
Mark A. Johnson (17) 85,966 85,966 *
Archie L. Jones, Jr. (18) 1,947   1,947 *
Richard Macchia (19) 13,225 13,225 *
Hala G. Moddelmog (20) 5,617 5,617 *
Jeffrey S. Sloan (21) 12,679   12,679 *
Steven T. Stull (22) 26,386   26,386 *

Directors and executive

officers as a group

(16 Persons)

2,199,846 3,158,511 5,358,357 6.6%

 

*Less than 1%

(1) The business address for each individual listed is 3280 Peachtree Road, Suite 2400, Atlanta, Georgia 30305. 

(2) Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his or her spouse. This column excludes shares that may be acquired through stock option exercises.  

(3) This column includes shares that can be acquired through stock option exercises through April 20, 2022. 

(4) This column includes common shares, restricted shares, and shares that can be acquired through stock option exercises through April 20, 2022. 

(5) This information was reported on a Schedule 13G/A filed by The Vanguard Group with the SEC on February 9, 2022 on behalf of nine affiliated Vanguard entities. 

(6) This information was reported on a Schedule 13G/A filed by T. Rowe Price, Inc. with the SEC on February 14, 2022. 

(7) This was reported on a Schedule 13G/A filed by Blackrock, Inc. with the SEC on February 3, 2022 on behalf of 19 affiliated Blackrock entities. 

(8) This information was reported on a Schedule 13G filed by Wellington Management Group LLP with the SEC on February 14, 2022 on behalf of four affiliated Wellington entities. 

(9) Includes 1,854,098 common shares and vested options to purchase 2,383,333 shares. 

(10) Includes 21,283 common shares, vested options to purchase 151,337 shares, options to purchase 10,222 shares vesting within 60 days, and 12,459 restricted shares subject to vesting requirements.  

(11) Includes 22,222 common shares, vested options to purchase 228,631 shares, options to purchase 10,016 shares vesting within 60 days, and 11,657 restricted shares subject to vesting requirements.  

(12) Includes 10,578 common shares, vested options to purchase 151,381 shares, options to purchase 10,266 shares vesting within 60 days, and 10,944 restricted shares subject to vesting requirements.  

(13) Includes 18,151 common shares, vested options to purchase 83,881 shares, options to purchase 11,266 shares vesting within 60 days, and 12,375 restricted shares subject to vesting requirements.  

(14) Includes 19,308 common shares and 1,331 restricted shares subject to vesting requirements. 

(15) Includes 12,800 common shares and 1,331 restricted shares subject to vesting requirements. 

(16) Includes 5,984 common shares and 1,331 restricted shares subject to vesting requirements. 

(17) Includes 84,635 common shares and 1,331 restricted shares subject to vesting requirements. 

(18) Includes 616 common shares and 1,331 restricted shares subject to vesting requirements. 

(19) Includes 11,894 common shares and 1,331 restricted shares subject to vesting requirements. 

(20) Includes 4,286 common shares and 1,331 restricted shares subject to vesting requirements. 

(21) Includes 11,348 common shares and 1,331 restricted shares subject to vesting requirements. 

(22) Represents 6,247 common shares held by Advantage Capital Financial Company, LLC (“Advantage Capital”) and related entities, 18,808 common shares held by Mr. Stull and 1,331 restricted shares subject to vesting requirements. Mr. Stull has shared voting power with respect to the shares held by Advantage Capital and as a result may be deemed to beneficially own such shares. Mr. Stull disclaims ownership of the shares held by the Advantage Capital entities except to the extent of his pecuniary interest in them. Advantage Capital is a private equity firm.

 

2022 Notice of Annual Meeting & Proxy Statement 25

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Our compensation policies and programs, the material compensation decisions we have made under those policies and programs, and the material factors that we have considered in making those decisions are described in this section. Following this section is a series of tables containing specific information about the compensation earned or paid in 2021 to the individuals we refer to as our “named executive officers” or “NEOs” for purposes of this proxy statement, who are our Chief Executive Officer (“CEO”), our Chief Financial Officer (“CFO”), and certain other highly paid executive officers, in accordance with SEC rules. The discussion below is intended to explain the detailed information provided in the executive compensation tables and to put that information into context within our overall compensation program.

 

Our NEOs for 2021 were:

 

Name Position
Ronald F. Clarke Chief Executive Officer and Chairman of the Board
Charles R. Freund Chief Financial Officer and Secretary
John S. Coughlin(1) Former Group President, Corporate Payments
Alexey Gavrilenya Group President, North America Fuel
Armando L. Netto Group President, Brazil

 

(1) As previously disclosed, Mr. Coughlin stepped down from his role as Group President, Corporate Payments on March 1, 2022, and is expected to serve as a senior advisor through the end of 2022.

 

Navigating the Opportunities of 2021

 

2021 Performance

 

FLEETCOR is a spend management company that provides business-to-business specialty payment solutions that help businesses spend less. We do this by providing our customers tools to control what they buy and what they pay for. Our products are highly specialized for clients with very specific needs, and our proprietary acceptance networks allow us to capture very unique data at the point of sale. Our businesses provide meaningful advantages over most other purchasing methods.

Our unique positioning drove our performance in 2021, where we moved ahead of our 2019 pre-pandemic baseline. We realized impressive performance across the board, with:

 

  Revenue of $2.8 billion, which was up 19% and Adjusted EPS of $13.21, also up 19%. Both of which were all-time record highs for the Company.

 

Organic revenue growth for 2021 was 12%, which was the highest organic revenue growth rate that we’ve ever reported.

 

2021 sales were at record levels, up 46% versus 2020, and even up 19% versus 2019.

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05. COMPENSATION DISCUSSION AND ANALYSIS

 

We also improved the Company’s positioning, through both acquisitions and leveraging our existing infrastructure. Examples include our “beyond” initiatives, which extend each of our business units into adjacent market segments, to create more opportunity. In 2021 we made substantial progress:

 

  In our Corporate Payments business, we’ve moved into the SMB segment with a comprehensive bill-pay platform, which complements our traditional middle market solution.

 

  In our Lodging business, we now serve two new verticals, airline crews and insurance adjusters, in addition to our core workforce travelers.

  

  In our Toll business, we now serve urban or city dwellers with parking, fueling, and drive through services, in addition to our traditional toll road client base.

We are preparing our new platform, where we combine our specialized payment solutions into one comprehensive platform. We anticipate each business client using our smart business cards, travel solutions, and online bill pay services in the same user interface.

 

Over time, we expect these expanded market segments, and our new platform to have the potential to support our growth targets over the medium term, and could be quite additive to our business, by extending the long-term growth opportunity for the Company. We believe the work and financial performance in 2021 returned FLEETCOR to the trendline of consistent growth on Revenue and Adjusted EPS since we went public in 2010.


 

20122021    
     

(1) Adjusted net income per share is GAAP net income per share as reflected in our statement of income, adjusted to eliminate certain items. The reconciliation of adjusted net income per share to our GAAP numbers is provided in Appendix A to this proxy statement.

 

2022 Notice of Annual Meeting & Proxy Statement 27

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Relative Share Price Performance

 

 

The above graph assumes $100 invested on December 30, 2011, at the closing per share price of our common shares on that day ($29.87) through December 31, 2021, and compares (a) the percentage change of our cumulative total shareholder return on the common shares (as measured by dividing (1) the difference between our share price at the end and the beginning of the period presented by (2) the share price at the beginning of the periods presented) with (b) (1) the S&P 500® Data Processing & Outsourced Services index, (2) the S&P 500®, and (3) the Russell 2000.

 

Forward-Leaning Compensation Practices

 

FLEETCOR has 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
     
Utilize an independent compensation consultant

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05. COMPENSATION DISCUSSION AND ANALYSIS

 

We structure our executive compensation program to incorporate, on an ongoing basis, sound practices that are favored by shareholders, while avoiding practices that we do not believe are in shareholders’ best interests. The table below highlights the compensation practices we embrace and those that we do not follow:

 

Things We Do Things We Do Not Do

    NEO incentive pay is tied to multiple financial performance conditions, and equity-based incentives are denominated in common shares

 

    Significant portion of NEO pay is tied to performance objectives that align with our business strategy

 

    Annual equity run rate and overhang are consistent with typical practices among similarly situated companies

 

    All change in control protections are “double-trigger”

 

    NEO incentives are tied to Company-wide initiatives and/or division objectives within such NEOs’ control

 

    Severance benefit levels for executives are well below general market practices

 

    We monitor and build risk-mitigation features into our compensation programs

 

     Directors and executives are prohibited from hedging or pledging common shares

 

    No repricing or cashing-out of underwater stock options or stock appreciation rights

 

   No excise tax gross-ups

 

    No current payment of dividends on unvested equity awards

 

   No excessive perquisites

 

   No “single trigger” change in control provisions

 

 

2022 Notice of Annual Meeting & Proxy Statement 29

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Components of Compensation and Target Direct Compensation Mix

 

The following table sets forth the key elements of our 2021 NEO compensation programs:

 

What We Pay Why We Pay It Key Features
Base Salary Attract and retain high-performing executives by providing a secure and appropriate level of base pay Established after consideration of peer practices and internal parity; reviewed annually and subject to adjustment
Annual Cash Incentive Encourage and reward accomplishment of annual operating plan and individual objectives Generally only earned if we meet performance goals tied to our operating budget and strategic initiatives
Equity-Based Awards Motivate performance and align a significant portion of NEO compensation with our ongoing success and with shareholder returns

   NEOs’ equity awards granted in Performance Shares, performance-based restricted stock units (“Performance-Based RSUs”) and stock options  

  Performance-based equity awards generally only have value to our NEOs to the extent the pre-established corporate and/or business unit goals established by the compensation committee are achieved  

  Stock options have value for our NEOs only if our stock price increases  

Employee Benefits and Perquisites Attract and retain executive talent

  Customary retirement and health and welfare benefits to all of our salaried employees, including our NEOs  

  No nonqualified deferred compensation plans or defined benefit pension plans  

  No excessive perquisites

 

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.


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05. COMPENSATION DISCUSSION AND ANALYSIS

 

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. For NEOs other than the CEO, our compensation committee generally references cash-based components of compensation below market levels and equity-based components of compensation (based on target levels) at market levels, resulting in total target compensation that is generally below the peer median for our NEOs other than the CEO. For our CEO, the compensation committee references cashed-based components below the peer median, and equity-based components above the peer median, resulting in total compensation that is generally at or above the peer median. 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 90 acquisitions of businesses and commercial account portfolios, and has overseen the growth of our revenue from $33.0 million in 2000 to approximately $2.8 billion in 2021.

The charts below illustrate the 2021 total target direct compensation mix for our CEO and 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, in 2021 our CEO was granted a performance-based stock option award that was intended to serve as the equity incentive portion of his total compensation for the period from 2020 through 2023. Therefore, the compensation mix for our CEO in the applicable chart below reflects only a quarter of the total target value of his 2021 stock option grant, representing the annualized value that we have assigned to the award.

 

 

83%

 

 


2022 Notice of Annual Meeting & Proxy Statement 31

  

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

2021 CEO Pay Program Overview

 

We strive to develop a total pay program for our CEO that reflects the above compensation philosophy objectives.

 

Equity Compensation in Prior Fiscal Years

 

In 2019, 100% of Mr. Clarke’s equity compensation award was comprised of performance-based restricted shares tied to three-year performance goals (the “2019 CEO Award”). We incorporated relative total shareholder return (“TSR”) into the design of the 2019 CEO Award. Although the award was designed so that the payout percentage was initially determined based on Adjusted EPS growth achievement, it included a relative TSR “modifier” that would impact the final payout by applying a factor from 0% (if the relative TSR threshold goal was not met) to 150% (if the maximum relative TSR goal was achieved) to the amount earned based on Adjusted EPS achievement. As further discussed below in the section titled “—Key Elements of 2021 Named Executive Officer Compensation—Equity Awards,” after the completion of the 2019 CEO Award’s three-year performance period on December 31, 2021, the compensation committee determined that, despite our Adjusted EPS growth performance resulting in a potential earned award at 100% of the target level, the “threshold” level of relative TSR performance for the award was not attained, and Mr. Clarke therefore received no payout for the 2019 CEO Award. This result further demonstrates the alignment of Mr. Clarke’s pay with the return our shareholders received.

 

As previously disclosed, due to the extreme uncertainty of the impact of the COVID-19 pandemic, Mr. Clarke agreed not to receive a new equity award in 2020.

 

2021 Performance Option Award

 

In September 2021, with the performance period for the 2019 CEO Award drawing to a close, the compensation committee began preliminary discussions about how to incentivize and motivate Mr. Clarke to lead our continued strategic development in light of the 0% payout of the 2019 CEO Award and the fact that Mr. Clarke elected not to receive an equity award in 2020. On September 30, 2021, following three compensation committee meetings that were specifically dedicated to determining the appropriate design and implementation of Mr. Clarke’s 2021 equity award, the compensation committee, following a review of market data and related materials provided by our independent compensation consultant, Exequity, granted Mr. Clarke an award of performance-based stock options (the “CEO Performance Option”). In connection with

the grant of the CEO Performance Option, Mr. Clarke agreed not to receive any other long-term equity grants in 2021, 2022 or 2023.

 

The CEO Performance Option is intended to further align Mr. Clarke’s compensation interests with the Company stock price performance interests of the Company’s shareholders, and to help retain Mr. Clarke’s service during the period of time covered by the award. In considering and approving the award, the compensation committee considered the best interests of the Company’s shareholders and a desire to retain Mr. Clarke due to, among other considerations, his over 20-year history of operational excellence, development of a strong management team, and ability to lead the Company’s continued strategic development, transformation and expansion.

 

The CEO Performance Option covers 850,000 shares of our common stock at an exercise price of $261.27 per share, which was the fair market value of our common stock on the grant date. However, the option will vest only if we achieve specific stock price hurdles. Achievement of each stock price hurdle requires that our stock price exceed the hurdle for ten consecutive trading days not later than December 31, 2024 (in other words, only 3.25 years after the date of grant). The stock price hurdle for 550,000 shares subject to the award is $350, and the stock price hurdle for the remainder of the award is $400.

 

The compensation committee considers achievement of each of the stock price hurdles to represent a significant challenge. The hurdles reflect stock price appreciation of 34% and 53%, respectively, from the closing price of our common stock on the grant date. As of the date of this filing, neither of the stock price hurdles have been achieved. Consequently, no portion of the CEO Performance Option has become exercisable as of the date of this filing. However, notwithstanding these rigorous goals, due to the accounting standards that apply to stock option awards, the CEO Performance Option has significant “grant date fair value” (as determined pursuant to SEC rules) for purposes of the compensation tables included in this proxy statement.

 

In addition, Mr. Clarke generally must continue to provide services to the Company over an 18-month vesting period to be eligible to vest in the full award (which vests over time in ratable installments every six months), regardless of our stock price performance. Although the CEO Performance Option allows for vesting in the event of certain terminations of employment and in connection with a change in control (on a “double trigger” basis), in all events the applicable stock price hurdles must be achieved in order for Mr. Clarke to vest in the award.


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05. COMPENSATION DISCUSSION AND ANALYSIS

 

Annualized Rate of CEO Pay

 

For purposes of the 2021 Summary Compensation Table and the 2021 Grants of Plan-Based Awards table included in this proxy statement, we are required to report the “grant date fair value” of the CEO Performance Option in accordance with SEC rules, which rules are driven by certain assumptions prescribed by FASB ASC Topic 718. Moreover, we are required to report the “pay ratio” between Mr. Clarke’s annual total compensation and the median of the annual total compensation of all Company employees other than Mr. Clarke, based on the total 2021 compensation for Mr. Clarke as reported pursuant to such SEC rules. This is the case even if Mr. Clarke never actually realizes any value from the CEO Performance Option, either because the stock price hurdles are not attained, because he ceases service with the Company, or because our stock price decreases in the future after the vesting or exercise of the award.

 

Moreover, because Mr. Clarke received no equity awards in 2020, and because he has agreed to receive no equity awards in 2022 or 2023, we view the CEO Performance Option as representing the entirety of Mr. Clarke’s equity compensation awards for the four-year period of 2020 through 2023. Therefore, although the aggregate “grant date fair value” of

the award as reported in the 2021 Summary Compensation Table is $55,556,000 (and attributed just to 2021), we view the award as representing $13,889,000 in value on an annualized basis, as reflected in the following table:

 

Total Grant Date
Fair Value
Years
Covered
Annualized
Value
$55,556,000 4 $13,889,000

 

Based on our view of the annualized value for the CEO Performance Option described above, Mr. Clarke’s total direct compensation for 2021 (consisting of base salary, annual cash incentive opportunity, and annualized equity award value) is at approximately the 60th percentile compared to our peer group (as described below under “— Compensation Peer Group”).

 

We believe that the CEO Performance Option is in the best interests of the Company and our shareholders, and will help ensure that Mr. Clarke continues to execute on our key strategic goals.


The table below outlines the performance metrics that were used in the CEO’s 2021 pay program, which metrics were selected to drive a focus on corporate objectives that are expected to produce an increase in shareholder value:

 

Pay Element Performance Metric(s) Rationale and Key Features
Annual
Cash
Incentive
GAAP Revenue, as Adjusted
(34% weight)
Revenue growth is critically important to our success given the operating leverage in our business
M&A and Other Transactions
(33% weight)
We expect M&A and other transactions to continue to contribute to growth
Growth and Other Initiatives
(33% weight)
Drive initiatives to improve financial results
CEO
Performance
Option
Stock Price Hurdles Incentivize maximizing shareholder value

 

2022 Notice of Annual Meeting & Proxy Statement 33

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Key Elements of 2021 Named Executive Officer Compensation

 

Base Salary

 

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. Based on its consideration of these factors, the compensation committee determined not to make any changes to our NEOs’ base salary levels for 2021. The table below illustrates the 2021 base salaries for our NEOs:

 

Named Executive Officer 2020 Base Salary Rate 2021 Base Salary Rate % Increase
Ronald F. Clarke $1,000,000 $1,000,000 0%
Charles R. Freund $450,000 $450,000 0%
John S. Coughlin $450,000 $450,000 0%
Alexey Gavrilenya $400,000 $400,000 0%
Armando L. Netto (1) $425,945 $425,945 0%

 

(1) Mr. Netto’s cash compensation is denominated in Brazilian Real. For purposes of this disclosure and to normalize for fluctuations in the currency exchange rate, all cash amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$5.3885 for 2021. The 2020 base salary rate for Mr. Netto may not be comparable to the 2020 base salary reported for him in our 2021 proxy statement, as we used a 2021 exchange rate calculation for purposes of such disclosure above.

 

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.

In January 2021, the compensation committee 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. The compensation committee determined not to make any changes to the NEOs’ target payout levels for 2021 (as compared to the target levels established in the first quarter of 2020 prior to COVID-related mid-year adjustments). Target amounts below are shown as a percent of each NEO’s base salary:


Named Executive Officer Annual Cash Incentive Target
Ronald F. Clarke 100%
Charles R. Freund 75%
John S. Coughlin 75%
Alexey Gavrilenya 75%
Armando L. Netto 75%

 

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05. COMPENSATION DISCUSSION AND ANALYSIS

 

2021 Performance Goals and Results

 

The compensation committee and the CEO work together to establish meaningful performance goals for the CEO’s annual cash incentive award at the beginning of the performance period. These goals are intended to align CEO rewards with company performance. 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%.

 

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

Based on achievement of the applicable performance goals, all other NEOs’ annual cash incentives were designed to be paid out in amounts ranging up to 150%.

 

Annual cash incentive awards could be paid out in amounts below the individual target amounts if actual performance achieved minimum thresholds. The awards were designed so that performance below threshold would result in no payout for a given goal.

 

The tables below illustrate, for each NEO, (1) the performance goals approved for the 2021 annual incentive awards, (2) actual performance with respect to the goals, and (3) the final 2021 annual cash incentive payout earned by the NEO.


Ronald F. Clarke: Mr. Clarke’s 2021 annual cash incentive was determined as follows:

 

      GOALS    
Performance
Metric
Weighting Target
($ values
in millions)
Threshold
(50%)
Below
Target
(75%)
Target
(100%)
Above
Target
(150%)
Maximum
(200%)
2021
Achievement
($ values in
millions)
% of
Target
Earned
GAAP
Revenue, as
adjusted(1)
34% $2,661.2 >98% >99% >100% >101% >102% $2,689.4 150%
M&A
Achieved(2)
33% $750 >$500 N/A >$750 N/A >$1,000 $517 50%
Growth
and Other
Initiatives (3)
33% Achieve 2 goals N/A N/A Achieve 2 goals Achieve 3 goals Achieve 4 or more goals Achieved 4 goals 200%
            Target Payout 1,000,000
            Total Payout % Earned 133.5%
            Cash Incentive Payout $1,335,000

 

(1) Adjusted to be consistent with the macro-economic environment assumed in the 2021 budget, but excludes the impact of acquisitions (other than our acquisition of a certain SMB business).  

(2) Based upon the aggregate transaction value of material mergers and acquisitions, divestitures or joint ventures for which the Company signs definitive documentation during the year.  

(3) (a) Particular product achievement and sales greater than or equal to $3 million (not achieved); (b) achieve global sales growth greater than or equal to 20% (at constant currency) (achieved); (c) complete a particular acquisition and deliver greater than $0.20 in Adjusted EPS accretion pro-rated for the date of closing (achieved); (d) sign definitive documentation for a particular joint venture (achieved); and (e) demonstrate effectiveness of particular advertising efforts (achieved).

 

2022 Notice of Annual Meeting & Proxy Statement 35

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Charles R. Freund: Mr. Freund’s 2021 annual cash incentive was determined as follows:

 

    GOALS    
Performance Metric Weighting Threshold
(50%)
Target
(100%)
Maximum
(150%)
Achievement % of
Target
Earned
Stock Price Growth vs.
S&P 500 (1)
20% >2.5% >5.0% >7.5% Underperformed S&P 500 0%
Operating Expenses/
Capital Expenditure
Budget (2)
20% N/A See footnote N/A Did not achieve 0%
HR Performance (3) 20% N/A See footnote N/A Achieved 100%
Refinancing(4) 20% N/A See footnote N/A Achieved 100%
Legal Matters (5) 20% N/A See footnote N/A Did not achieve 0%
        Target Payout $337,500
        Total Payout % Earned 40%
        Cash Incentive Payout $135,000

 

(1) Based on extent to which percentage growth in the Company’s stock price exceeds that of the S&P 500 Index. 

(2) Achieve the operating expenses and capital expenditure budget, with no unapproved individual overrun greater than a predetermined amount adjusted for expenses related to bad debt, stock compensation, exchange rates, and one-time extraordinary items).  

(3) Improvement of non-executive recruiting and administration of compensation programs. 

(4) Refinancing each of (a) $1 billion receivables purchase agreement and (b) Term B credit facility. 

(5) Final determination of certain legal matters.

 

John S. Coughlin: Mr. Coughlin’s 2021 annual cash incentive was determined as follows:

 

      GOALS    
Performance
Metric
Weighting Target Threshold
(50%)
Above
Threshold
(70%)
Below
Target
(85%)
Target
(100%)
Above
Target
(120%)
Above
Target
(125%)
Below
Maximum
(135%)
Maximum
(150%)
Achievement % of Target
Earned
Adj.
EPS from
acquisition
as adjusted (1)
33% Budget N/A N/A N/A >100% N/A N/A N/A N/A 100% Budget 100%
Division
Sales (2)
34% Budget >91% >93% >99% >100% >103% N/A >106% >109% 92% 50%
Growth
Initiatives(3)
33% Achieve 3 goals Achieve 2 goals N/A N/A Achieve 3 goals N/A Achieve 4 goals N/A Achieve 5 goals Achieved 3 goals 100%
                  Target Payout $337,500
                  Total Payout % Earned 83%
                  Cash Incentive Payout $280,125

 

(1) Adjusted EPS from a certain acquisition, adjusted for, but subject to pro-ration in the event the closing of the acquisition occurred after May 1, 2021.

(2) Adjusted to exclude the impact of a certain acquisition, but subject to sales expense remaining in budget. 

(3) (a) Implement ten new ERP integrations (achieved); (b) Achieve target FTE headcount for sales team (not achieved); (c) Launch unified database at both CCP and NVP (achieved); (d) successfully launch CorPay Brand across CCP, NVP, AFEX (achieved); and (e) Launch NVP AP Essentials Solution with 10 active clients onboarded and using the solution (not achieved).

 

36 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Alexey Gavrilenya: Mr. Gavrilenya’s 2021 annual cash incentive was determined as follows:

 

      GOALS    
Performance
Metric
Weighting Target Threshold
(50%)
Above
Threshold
(75%)
Target
(100%)
Above
Target
(125%)
Maximum
(150%)
Achievement % of Target
Earned
Division
Sales (1)
40% Budget >98% >99% >100% >101% >102% 107% 150%
Growth
Initiatives (2)
60% Achieve 2 goals Achieve 1 goal N/A Achieve  2 goals N/A Achieve 3 goals Achieved  2 goals 100%
            Target Payout $300,000
            Total Payout % Earned 120%
            Cash Incentive Payout $360,000

 

(1) Targets are also subject to sales expense remaining in budget. 

(2) (a) Successfully renegotiate three particular agreements (achieved); (b) drive greater than or equal to 20% more site visits and applications during 2021 (achieved); 

(c) transform credit with real time approvals, improved credit model to increase total pass-thru rate by a certain percentage and allow for new sales of sales bundle (not achieved); (d) achieve Corpay certain x-sell objectives to NAF base (not achieved); and (e) deliver greater than or equal to a revenue target in a certain division (not achieved).

 

Armando L. Netto: Mr. Netto’s 2021 annual cash incentive was determined as follows:

 

      GOALS    
Performance
Metric
Weighting Target Threshold
(50%)
Above
Threshold
(70%)
Below
Target
(85%)
Target
(100%)
Above
Target
(120%)
Below
Maximum
(135%)
Maximum
(150%)
Achievement % of Target
Earned
Division
Sales (1)
40% Budget >91% >93% >99% >100% >103% >106% >109% 106% 135%
Growth
Initiatives(2)
60% Achieve 3 goals Achieve 2 goals N/A N/A Achieve 3 goals N/A N/A Achieve 4 or more goals Achieved 4 goals 150%
                Target Payout $319,459
                Total Payout % Earned 144%
                Cash Incentive Payout $460,021(3)

 

(1) Targets are also subject to sales expense remaining in budget. 

(2) (a) fuel transactions increase of 20% or more from 2020 (achieved); (b) urban tag sales greater than 308,900 in 2021 (achieved); (c) Sign definitive documentation for a particular joint venture (achieved); (d) sign up 100,000 or more cash app enabled tag holders (not achieved); and (e) reach 500 new gas stations with active transactions by December 2021 (achieved). 

(3) Converted from BRL to USD using an average exchange rate of $1 to R$5.3885 for 2021.

 

2022 Notice of Annual Meeting & Proxy Statement 37

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

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 believe that stock options are also 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. To determine the size of each NEO’s equity awards, we consider the external market, individual performance history and relative job responsibilities. 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.

 

2021 Performance Stock Option Award for CEO

 

In September 2021, as discussed above, the compensation committee approved the CEO Performance Option for Mr. Clarke. The award will be earned based on Company stock

price appreciation performance and certain employment or service conditions. The award is intended to further align Mr. Clarke’s compensation interests with the Company’s stock price performance interests of the Company’s shareholders, and to help retain Mr. Clarke’s service during the period of time covered by the award.

 

The CEO Performance Option covers 850,000 shares of the Company’s common stock at an exercise price of $261.27 per share, and is divided into tranches of 550,000 shares (the “First Tranche”) and 300,000 shares (the “Second Tranche”). Subject to achievement of applicable stock price hurdles, each tranche will vest in substantially equal increments on each of March 31, 2022, September 30, 2022 and March 31, 2023. In order to achieve a stock price hurdle, the closing price of the Company’s common stock must exceed the hurdle amount for 10 consecutive trading days prior to the expiration date of the award, as determined by the compensation committee. The First Tranche is eligible to vest only if a stock price hurdle of $350 per share is achieved, and the Second Tranche is eligible to vest only if a stock price hurdle of $400 per share is achieved. The award will expire after December 31, 2024 (giving it a 3.25-year term).


Other NEOs’ 2021 Equity Awards

 

In January 2021, we granted the equity-based incentive awards set forth in the table below to our NEOs other than the CEO:

 

Named

Executive

Officer

Performance

Shares (Target

$ Value)

Total

Performance

Shares (#)

Performance-

Based RSUs

(Target $

Value)

Total Target

Performance-

Based RSUs

(#)

Stock

Options

(Target $

Value)

Stock

Options

(#)

Charles R. Freund $335,000 1,284 $1,200,000 4,597 $1,200,000 16,466
John Coughlin $335,000 1,284 $1,200,000 4,597 $1,200,000 16,466
Alexey Gavrilenya $335,000 1,284 $1,200,000 4,597 $1,200,000 16,466
Armando L. Netto $335,000 1,284 $1,200,000 4,597 $1,200,000 16,466

 

38 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Performance Share Grants

 

The NEOs, other than Mr. Clarke, received 2021 Performance Share awards tied to Adjusted EPS achievement (“Performance Shares”). The Performance Shares could be earned if we achieved budget Adjusted EPS for the 2021 fiscal year. The compensation committee determined that the Adjusted EPS objective was achieved. As a result, the 2021 Performance Share awards were earned at 100%, and were paid in full in the form of common shares.

 

Performance-Based Restricted Stock Unit (RSU) Grants

 

In addition to the Performance Shares, in 2021, we granted Performance-Based RSU awards to each of the NEOs other than Mr. Clarke tied to achievement with respect to corporate

or business unit revenue goals. The Performance-Based RSUs earned by each of the NEOs in 2021 (based on the achievement of the applicable performance goals) are subject to a three-year ratable 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) the applicable performance goals for each NEO, (2) actual performance with respect to the performance metrics, and (3) the number of Performance-Based RSUs earned in 2021 that are eligible to vest on a ratable basis. The number of Performance-Based RSUs 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).

 

Charles R. Freund: Mr. Freund’s 2021 Performance-Based RSU award was based on achievement against a target goal of Company GAAP revenue (as adjusted).

 

Below
Threshold
(0%)
Threshold
(50%)
Above
Threshold
(75%)
Below
Target
(85%)
Target
(100%)
Above
Target
(115%)
Below
Maximum
(125%)
Maximum
(150%)
Results
Achieved
Payout % # of
Performance-
Based RSUs
Earned
<97% 97% 98% 99% 100% 101% 102% ≥103% 101% (1) 115% 5,287

 

(1) GAAP Revenue was adjusted to be consistent with the macro-economic environment assumed in the 2021 budget, but excludes the impact of foreign exchange rates, fuel prices and fuel price spreads.

 

John S. Coughlin: Mr. Coughlin’s 2021 Performance-Based RSU award was based on achievement against a target goal of net revenue (as adjusted) in the Corporate Payments business.

 

Below
Threshold
(0%)
Threshold
(50%)
Above
Threshold
(75%)
Below
Target
(85%)
Target
(100%)
Above
Target
(115%)
Below
Maximum
(125%)
Maximum
(150%)
Results
Achieved
Payout % # of
Performance-
Based RSUs
Earned
 
 
 
 
 
<97% ≥97% ≥98% ≥99% 100% ≥101% ≥102% ≥103% 98%(1) 75% 3,448  

 

(1) Corporate Payments net revenue was adjusted to be consistent with the macro-economic environment assumed in the 2021 budget, but excludes the impact of exchange rates and acquisitions.

 

Alexey Gavrilenya: Mr. Gavrilenya’s 2021 Performance-Based RSU award was based on achievement against a target goal of net revenue (as adjusted) in the North American Fuel business.

 

Below
Threshold
(0%)
Threshold
(50%)
Above
Threshold
(75%)
Below
Target
(85%)
Target
(100%)
Above
Target
(115%)
Below
Maximum
(125%)
Maximum
(150%)
Results
Achieved
Payout % # of
Performance-
Based RSUs
Earned
<97% ≥97% ≥98% ≥99% 100% ≥101% ≥102% ≥103% 99%(1) 85% 3,908

 

(1) NAF net revenue was adjusted to be consistent with the macro-economic environment assumed in the 2021 budget, but excludes the impact of foreign exchange rates, fuel prices and fuel price spreads.

 

2022 Notice of Annual Meeting & Proxy Statement 39

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Armando L. Netto: Mr. Netto’s 2021 Performance-Based RSU award was based on achievement against a target goal of net revenue (as adjusted) in the Brazil business.

 

Below
Threshold
(0%)
Threshold
(50%)
Above
Threshold
(75%)
Below
Target
(85%)
Target
(100%)
Above
Target
(115%)
Below
Maximum
(125%)
Maximum
(150%)
Results
Achieved
Payout % # of
Performance-
Based RSUs
Earned
<97% 97% 98% 99% 100% 101% 102% ≥103% 101%(1) 115% 5,287

 

(1) Brazil net revenue was adjusted to be consistent with the macro-economic environment assumed in the 2021 budget, but excludes the impact of foreign exchange rates.

 

Stock Option Grants

 

The exercise price of each stock option grant is the fair market value of our common shares on the grant date (closing stock price). Stock option awards granted to our NEOs, other than Mr. Clarke, in 2021 generally vest ratably over a period of four years and are earned only with continued employment through the vesting period. We believe stock option awards are inherently performance-based, requiring stock price appreciation before there is any real value earned, while encouraging long-term employment with the Company. In January 2021, we granted the stock options set forth below to our NEOs other than the CEO:

 

Named Executive Officer # of Options
Charles R. Freund 16,466
John S. Coughlin 16,466
Alexey Gavrilenya 16,466
Armando L. Netto 16,466

 

In 2020, Mr. Netto was granted a retention equity award in the form of 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). This award contemplated that vesting of the award would be subject to the achievement of performance goals. As of the end of the 2020 fiscal year, the performance goals had not been determined, and there was therefore no determinable grant date fair value to report for the award in our 2021 proxy statement. In April 2021, the compensation committee established the performance goals for the option award, which are based on achievement with respect to new active urban plan users (weighted at 75%) and consumer fueling transactions (weighted at 25%). The options may be earned as set forth in the table below, based on performance during the performance period ending in the first quarter of 2023:

 

    PERFORMANCE LEVEL  
Goal Weighting Threshold
(50% earned)
Target
(100% earned)
Maximum
(150% earned)
 
Active Urban Plan Users (1) 75% N/A Achieve 750,000 active
Urban Plan Users by the
first quarter of 2023
N/A  
Consumer Fueling Transactions
(dollars in millions)
25% $2.25 $3.0 $3.75  

 

(1) For purposes of this award, “Active Urban Plan Users” is the number of users of our Brazil toll product that are urban. If the “Target” level for this metric is achieved, then 100% of the portion of the options subject to this metric will vest. No options will be earned for this metric if performance is below the “Target” level, and the earned portion of the options will not increase for performance above the “Target” level.

 

40 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

Determination of 2019 CEO Performance Share Award

 

In 2019, we granted Mr. Clarke a target award of 25,000 performance-based restricted shares tied to three-year Adjusted EPS and relative total shareholder return (“TSR”) goals. The performance goals for the award operated as follows:

 

Step 1: Compound Adjusted EPS Growth vs. Target: The Company’s compound Adjusted EPS growth over the performance period beginning on January 1, 2019 and ending on December 31, 2021 is first compared to the three-year performance target established at the beginning of 2019. The number of performance-based restricted shares earned under this Step 1 in relation to the targeted 25,000 shares was initially determined according to the following table:

 

2019-2021 Compound Adjusted
EPS Growth (1)
% of Target Earned Step 1 Performance-Based
Restricted Shares Earned
0.0% 0% 0
7.5% 50% 12,500
10.0% 100% 25,000
13.0% 150% 37,500

 

(1) For purposes of this award, “Adjusted EPS” is GAAP earnings per share, excluding the expenses related to (a) amortization of intangibles and debt issuance costs, (b) stock compensation (excluding cash taxes), (c) gain or loss on equity investments, and (d) miscellaneous other non-cash items and items that are one-time in nature or not representative of normal business operations, as well as the corresponding tax impact of all these same items.

 

Step 2: Relative TSR Modifier: The number of performance-based restricted shares earned under Step 1 would then be modified by a factor tied to the Company’s three-year TSR (2019–2021) in relation to the S&P 500. This relative TSR modifier is applied to the Step 1 number of earned shares as follows:

  

2019-2021 TSR Relative to the S&P 500 Modifier to Step 1 Number of Shares Earned (1)
Below Threshold (<25th percentile) 0% (no shares earned)
Threshold (25th percentile) 50% reduction in Step 1 shares earned
Target (50th percentile) 100% of Step 1 shares earned
Maximum ( 75th percentile) 50% increase in Step 1 shares earned

 

(1) Performance between the 25th percentile threshold and the 75th percentile maximum level is determined by straight-line interpolation.

 

Step 3: Apply Overall 200% Maximum: Regardless of the degree of over-performance of the three-year Adjusted EPS growth goal and the three-year relative TSR goal, the overall maximum number of 2019 performance-based restricted shares that may be earned by our CEO is 200% of the targeted number.

 

In 2022, the compensation committee determined that Adjusted EPS growth performance for the 2019-2021 performance period was approximately 10%, which resulted in 100% of the target award being earned under Step 1 described above. However, because our relative TSR performance placed us in the 22nd percentile of the S&P 500, the compensation committee determined that no portion of the award was earned, due to the application of Step 2 above. As a result, Mr. Clarke forfeited the entire award.

 

2022 Notice of Annual Meeting & Proxy Statement 41

 

 

 

 

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

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. 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.

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

Our overall financial performance

 

Role of Independent Compensation Consultant: For 2021, the compensation committee retained Exequity as an independent compensation consultant to aid the compensation committee in its consideration of the potential design of the CEO Performance Option. In particular, Exequity prepared a competitive market pay study regarding similar awards granted by other public companies and our CEO’s overall pay compared to our peer companies (as further discussed below). All services performed by Exequity were conducted under the direction or authority of the compensation committee. The compensation committee has considered the required independence factors outlined by the SEC and NYSE rules in assessing the independence of Exequity. Consideration was also given by the compensation committee under those required independence factors, plus all other relevant factors, to whether the work performed by Exequity could give rise to a potential conflict of interest. Based on this review, the compensation committee did not identify any conflict of interest raised by the work performed by Exequity.

 

Role of Management: 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.


42 2022 Notice of Annual Meeting & Proxy Statement

 

 

  

 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

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. The compensation committee subsequently modified the peer group for purposes of 2020 compensation decisions, as disclosed in our 2021 proxy statement. Prior to establishing the 2021 compensation opportunities for the NEOs, the compensation committee removed First Data Corporation because it had been acquired. The compensation committee evaluates multiple criteria in determining the appropriate peer group, including industry, revenue, market capitalization, competitors to our various lines of business, business models and profitability.

 

The compensation committee referred to the 2021 Industry Peer Group (as defined below) in setting compensation for 2021 for our NEOs. Generally, the compensation committee references cash-based compensation at or below market levels and equity-based compensation (based on target levels) at or above market levels, resulting in total target compensation at or above the peer median for our CEO and generally below 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. Comparisons to the peer group for purposes of this Proxy Statement are based on an adjustment of the peer group compensation data by the Company to account for the passage of time.

The peer group used for purposes of 2021 compensation decisions (the “2021 Industry Peer Group”), and its relation to the peer group used for purposes of 2020 compensation decisions, is illustrated in the following table:

 

Company Peer 2020 2021
Alliance Data Systems Corporation
Automatic Data Processing, Inc.
Black Knight, Inc.
Broadridge Financial Solutions, Inc.
Ceridian HCM Holding Inc.
Equifax Inc.
Euronet Worldwide, Inc.
Fair Isaac Corporation
Fidelity National Information Services, Inc.
First Data Corporation
Fiserv, Inc.
Global Payments Inc.
Intuit Inc.
Jack Henry & Associates, Inc.
Mastercard Incorporated
Paychex, Inc.
Paycom Software, Inc.
SS&C Technologies Holdings, Inc.
Wex, Inc.

2022 Notice of Annual Meeting & Proxy Statement 43

 

 
 

05. COMPENSATION DISCUSSION AND ANALYSIS

 

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, all of our NEOs are in compliance with this 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 2021 Say-On-Pay Vote. Our say-on-pay proposal at our 2021 Annual Meeting of Shareholders received approval from approximately 97% 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 2021 named executive officer compensation program that were specifically driven by the results of the 2021 say-on-pay vote.


 

44 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION

 

2021 Summary Compensation Table

 

The following table shows the compensation for each of the NEOs.

 

The amounts presented below in the “Stock Awards” and “Option Awards” columns represent the grant date fair value of awards granted to the NEOs and may not reflect the actual value to be realized by each NEO. The actual value realized will not be determined until the time of vesting in the case of Performance Shares and Performance-Based RSUs, or until option exercise in the case of option awards.

 

Name and Principal
Position
Year Salary
($)(1)
Bonus
($)
Stock
Awards
($)(2)
Option
Awards
($)(3)
Non-Equity
Incentive Plan
Compensation($)(4)
All Other
Compensation
($)(5)
Total ($)

Ronald F. Clarke

Chief Executive Officer and Chairman of the Board of Directors

2021 $1,000,000 $55,556,000 $1,335,000 $32,473 $57,923,473
2020 $692,308 $587,500 $31,418 $1,311,225
2019 $1,000,000 $9,473,750 $1,000,000 $30,563 $11,504,313
               

Charles R. Freund

Chief Financial Officer

2021 $450,000 $1,535,353 $1,183,576 $135,000 $34,205 $3,338,134
2020 $361,635 $50,000 $844,897 $1,000,022 $80,156 $32,368 $2,369,077
2019 $381,154 $602,652 $1,160,600 $151,594 $31,238 $2,327,238
               

John S. Coughlin

Former Group President,

Corporate Payments

2021 $450,000 $1,535,353 $1,183,576 $280,125 $33,766 $3,482,820
2020 $372,404 $971,520 $1,200,016 $121,078 $30,341 $2,695,358
2019 $420,000 $1,355,908 $870,450 $155,000 $29,442 $2,830,800
               

Alexey Gavrilenya (6)

Group President, North

America Fuel

2021 $400,000 $1,535,353 $1,183,576 $360,000 $36,625 $3,515,554
2020 $316,154 $971,520 $1,200,016 $93,600 $31,756 $2,613,046
2019 $277,682 $602,652 $928,480 $162,500 $76,754 $2,048,068
               

Armando L. Netto (7)

Group President, Brazil

2021 $425,945 $1,535,353 $5,310,426 $460,021 $31,069 $7,762,813
2020 $347,036 $971,520 $1,200,016 $227,698 $31,413 $2,777,684
2019 $332,511 $25,380 $1,606,840 $1,160,600 $179,311 $32,521 $3,337,163

 

(1) Represents the salary earned for the applicable year.

(2) Includes the aggregate grant date fair value for stock awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our 2021 Annual Report on Form 10-K. For an overview of the features of the 2021 awards, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Equity Awards.” Grant date fair values for Performance Shares and Performance-Based RSUs are computed based on the probable outcome of the performance conditions as of the grant date for the award. The grant date fair value of the Performance Share awards, assuming maximum performance with respect to the applicable performance goals, would be as follows: $335,214 for Mr. Freund; $335,214 for Mr. Coughlin; $335,214 for Mr. Gavrilenya; and $335,214 for Mr. Netto. The grant date fair value of the Performance-Based RSU awards, assuming maximum performance with respect to the applicable performance goals, would be as follows: $1,800,208 for Mr. Freund; $1,800,208 for Mr. Coughlin; $1,800,208 for Mr. Gavrilenya; and $1,800,208 for Mr. Netto.

(3) Represents the aggregate grant date fair value for the stock option awards, computed in accordance with FASB ASC Topic 718. The assumptions used to value these awards can be found in Note 6 to the financial statements included in our 2021 Annual Report on Form 10-K. Although Mr. Netto received a retention equity award in the form of 35,000 performance-based stock options in 2020, the performance objectives for these stock options had not yet been established as of December 31, 2020, so there was not a grant date fair value to report for such award for 2020 in our 2021 proxy statement. In April of 2021, the compensation committee approved the performance objectives for Mr. Netto’s option award. As a result, the grant date fair value for such award, using the accounting grant date of April 21, 2021, is disclosed in this table based on the probable outcome of the performance market conditions, using a Black-Scholes valuation model, as of such accounting grant date. The grant date fair value of Mr. Netto’s performance-based stock option award, assuming maximum performance with respect to the applicable performance goals, would be $4,642,706. The grant date fair value for the performance stock option granted to Mr. Clarke in 2021 is based on the probable outcome of the performance conditions as of the grant date for the award. The grant date fair value of this performance stock option, assuming maximum performance with respect to the applicable performance goals, would be $55,556,000. For an overview of the features of the 2021 awards, see “Compensation Discussion and Analysis — Key Elements of 2020 Named Executive Officer Compensation — Equity Awards.”  

(4) Represents the amounts earned under the annual cash incentive award programs based on achievement of performance goals under the program. For a description of the program, including the 2021 performance goals, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Annual Cash Incentive.”

(5) The following table breaks down the amounts included in the “All Other Compensation” column for 2021:

 

2022 Notice of Annual Meeting & Proxy Statement 45

 

 
 

06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION

 

All Other Compensation

 

All other
Compensation
Health
Benefit
Premiums
Long-Term
Care
Premiums
Retirement
Plan
Contributions
Vehicle
Allowance
Life
Insurance
 Other  Total
Ronald F. Clarke $30,776 $1,037 $660 $32,473
Charles R. Freund $32,126 $900 $519 $660 $34,205
John S. Coughlin $30,476 $1,246 $1,385 $660 $33,766
Alexey Gavrilenya (6) $30,626 $1,339 $4,000 $660 $36,625
Armando L. Netto (7) $5,424 $23,204 $1,005 $1,436(8) $31,069

(6) Mr. Gavrilenya was based in the UK prior to his current role through July 31, 2019. Therefore, cash amounts for Mr. Gavrilenya have been converted to U.S. dollars at an average exchange rate of $1 to £0.7768 for the period from January 1 through July 31, 2019.

(7) As Mr. Netto is based in Brazil, his compensation is denominated in Brazilian Real. All amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$5.3885 for 2021, $1 to R$5.1030 for 2020, and $1 to R$3.9401 for 2019.

(8) Amount in the “other” column for Mr. Netto reflects the cost to the Company of a government mandated food benefit.

 

46 2022 Notice of Annual Meeting & Proxy Statement

 

 

 

 

06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION

 

2021 Grants of Plan-Based Awards

 

The following table provides information about awards granted in 2021 to each of the NEOs.

 

    Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards (1)
Estimated Future Payouts Under
Equity Incentive Plan Awards
All Other
Option
Awards:
Number of
Securities
Underlying
Options (2)
Exercise or
Base Price
of Option
Awards
Closing
Market
Price on
Date of
Grant (3)
Grant
Date Fair
Value of
Stock and
Option Awards (4)
               
Name Grant
Date
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
(#) ($/Sh) ($/Sh) ($)
                       
Ronald F.   $665,000 $1,000,000 $2,000,000
Clarke                      
  9/30/21 550,000 (5) 850,000 (5) $261.27 $55,556,000
                       
                       
Charles R.   $303,750 $337,500 $371,250
Freund                      
  1/25/21 2,299 4,597 (6) 6,896 $1,200,139
  1/25/21 1,284 (7) $335,214
  1/25/21 16,466 $261.07 $1,183,576
                       
                       
John S.   $224,438 $337,500 $450,563
Coughlin                      
  1/25/21 2,299 4,597 (6) 6,896 $1,200,139
  1/25/21 1,284 (7) $335,214
  1/25/21 16,466 $261.07 $1,183,576
                       
                       
Alexey   $150,000 $300,000 $450,000
Gavrilenya                      
  1/25/21 2,299 4,597 (6) 6,896 $1,200,139
  1/25/21 1,284 (7) $335,214
  1/25/21 16,466 $261.07 $1,183,576
                       
                       
    $159,729 $319,459 $479,188
Armando                      
L. Netto (9) 1/25/21 2,299 4,597 (6) 6,896 $1,200,139
  1/25/21 1,284 (7) $335,214
  1/25/21 16,466 $261.07 $1,183,576
  4/21/21 30,625 35,000 (8) 39,375 $196.18 $287.86(8) $4,126,850

 

(1) Reflects the threshold, target and maximum amounts that could be earned under our 2021 annual cash incentive program for each NEO. For information concerning this program, see “Compensation Discussion and Analysis—Key Elements of 2021 Named Executive Officer Compensation—Annual Cash Incentive.” See the 2021 Summary Compensation Table for actual amounts earned for 2021 performance.

(2) Reflects the number of time-based stock options granted in 2021. For information concerning these grants and the vesting terms, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Equity Awards.”

(3) Except as otherwise indicated in this column, the per share exercise price for stock options granted in 2021 is equal to the closing market price of our common stock on the date of grant. For Mr. Netto’s performance-based option award (which is reported with an accounting grant date of April 21, 2021), the per share exercise price is equal to the closing market price of the Company’s common stock on the date the compensation committee initially approved the grant in March of 2020. However, because the performance goals for such award were established on April 21, 2021, the accounting grant date did not occur until such date. As a result, the per share exercise price is different from the closing market price of the Company’s common stock on the grant date used for accounting purposes.

(4) Reflects the grant date fair value of Performance Share, Performance-Based RSU, and stock option awards granted to each of the named executive officers in 2021 computed in accordance with FASB ASC Topic 718. Awards with performance conditions are computed based on the probable outcome of the performance condition as of the grant date for the award. There can be no assurance that the grant date fair value of stock and option awards will ever be realized by the named executive officers.

(5) These amounts reflect performance-based stock options granted to Mr. Clarke in 2021. “Threshold” refers to the portion of the award that will be eligible to vest upon reaching the threshold level of performance, which is satisfaction of only the first stock price hurdle. If threshold performance is not attained, then Mr. Clarke will not vest in any portion of the award. “Target” refers to the portion of the award that will be eligible to vest upon satisfaction of both stock price hurdles. The award does not have a “Maximum” level of attainment as Mr. Clarke cannot receive any additional options for additional stock price appreciation. For more information concerning this award, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Equity Awards.”

 

2022 Notice of Annual Meeting & Proxy Statement 47

 

 
 

06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION

 

(6) Reflects the Performance-Based RSU awards granted in 2021. For information concerning these grants, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Equity Awards.”  

(7) Reflects the Performance Share awards granted in 2021. For information concerning these grants, see “Compensation Discussion and Analysis — Key Elements of 2021 Named Executive Officer Compensation — Equity Awards.”  

(8) Reflects a grant of performance-based stock options that was initially granted to Mr. Netto in March of 2020. As disclosed in our 2021 proxy statement, although  

Mr. Netto received this grant in 2020, the performance objectives for the stock options had not yet been established as of December 31, 2020, so there was no grant date fair value to report for the award for 2020 in our 2021 proxy statement. The grant date fair value reported in this table was determined as of April 21, 2021, the date on which the performance goals were established. 

(9) As Mr. Netto is based in Brazil, his cash compensation is denominated in Brazilian Real. Non-equity incentive plan award amounts for Mr. Netto have been converted to U.S. dollars at an average exchange rate of $1 to R$5.3885 for 2021.

 

For information regarding the amount of salary and bonus in proportion to total compensation of our NEOs, see “Compensation Discussion and Analysis — Components of Compensation and Target Direct Compensation Mix” above. For information regarding the employment agreements and offer letters with our NEOs, see “Potential Payments Upon Termination or Change in Control” below. 

 

Outstanding Equity Awards at 2021 Fiscal Year-End

 

The following table shows the number of stock options and stock awards held by the NEOs on December 31, 2021.

 

     OPTION AWARDS    STOCK AWARDS
Name Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable
(1)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) (2)
Option
Exercise
Price ($)
Option
Expiration
Date
  Number
of Shares
or Units
of Stock
that
Have Not
Vested
(#) (3)
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
(#) (4)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested (#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested ($)(4)
                       

Ronald F.

Clarke

6/29/2012 258,333 $35.04 6/29/2022  
12/4/2014 850,000 $149.68 12/4/2024  
1/20/2016 425,000 $114.90 1/20/2026  
1/25/2017 850,000 $150.74 1/25/2027  
8/23/2019   25,000 (5) 5,596,000
9/30/2021 850,000 $261.27 12/31/2024  

Charles R.

Freund

2/23/2015 44,000 $155.65 2/23/2025  
1/25/2017 88,000 $150.74 1/25/2027  
2/27/2019 10,000 10,000 $231.70 2/27/2029  
3/27/2020 5,221 15,665 $196.18 3/27/2030  
3/27/2020   2,124 $475,436
1/25/2021 16,466 $261.07 1/25/2031  
1/25/2021   4,597 (6) 1,028,992
1/25/2021   1,284 (5) 287,411

 

48 2022 Notice of Annual Meeting & Proxy Statement

 

 
 

06. 2021 NAMED EXECUTIVE OFFICER COMPENSATION

 

    OPTION AWARDS   STOCK AWARDS
Name Grant
Date
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1)
Number of
Securities
Underlying
Unexercised
Options(#)
Unexercisable (1)
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)(2)
Option
Exercise
Price
($)
Option
Expiration
Date
  Number
of Shares
or Units
of Stock
that
Have Not
Vested
(#) (3)
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
(#) (4)
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested (#)
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested ($) (4)

John S.

Coughlin

 

7/15/2014 28,500 $132.24 7/15/2024  
1/20/2016 64,250 $114.90 1/20/2026  
1/25/2017 88,000 $150.74 1/25/2027  
5/5/2017 30,000 $133.40 5/5/2027  
2/27/2019 7,500 7,500 $231.70 2/27/2029  
2/27/2019   1,625 (5) 363,740
3/27/2020 6,265 18,798 $196.18 3/27/2030  
3/27/2020   2,549 $570,568
1/25/2021 16,466 $261.07 1/25/2031  
1/25/2021   4,597 (6) 1,028,992
1/25/2021   1,284 (5) 287,411

Alexey

Gavrilenya

 

10/21/2015 15,000 $144.59 10/21/2025  
1/25/2017 88,000 $150.74 1/25/2027  
5/5/2017 30,000 $133.40 5/5/2027  
2/27/2019 8,000 8,000 $231.70 2/27/2029  
3/27/2020 6,265