WEX INC., DEF 14A filed on 4/17/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name WEX Inc.
Entity Central Index Key 0001309108
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
Year
Summary
compensation
table total for
PEO1
Compensation
actually paid to PEO2
Average
summary
compensation
table total for
non-PEO
NEOs3
Average
compensation
actually paid to non-PEO
NEOs3
Value of initial fixed $100 investment on December 31, 2019 based on:
Net income
(loss)
(in millions)
ANI EPS5
Total shareholder return
Peer group total
shareholder
return4
2024$12,594,328 $7,748,653 $3,711,845 $2,396,000 $83.70 $111.21 $309.6 $15.28 
2023$11,662,841 $20,796,582 $3,690,598 $5,559,997 $92.88 $99.27 $266.6 $14.81 
2022$10,185,740 $16,138,271 $3,485,823 $4,113,195 $78.13 $85.27 $167.5 $13.53 
2021$9,612,917 $(11,056,785)$3,403,671 $(2,116,815)$67.02 $101.33 $136.1 $9.14 
2020$20,110,653 $17,199,828 $5,631,854 $5,431,105 $97.17 $92.40 $(280.5)$6.06 
        
Company Selected Measure Name Adjusted Net Income - Earnings Per Share        
Named Executive Officers, Footnote Ms. Smith was the Company's PEO, or Principal Executive Officer, for all five years in the table.Non-PEO NEOs included in the average calculations are:
2024: Jagtar Narula, Sachin Dhawan, Robert Deshaies, and Karen Stroup
2023: Robert Deshaies, Jay Dearborn Jr., Jagtar Narula, and Sachin Dhawan
2022: Jagtar Narula, Jennifer Kimball, Robert Deshaies, Jay Dearborn Jr., and Karen Stroup
2021: Roberto Simon, Scott Phillips, Robert Deshaies, and David Cooper
2020: Roberto Simon, Scott Phillips, Robert Deshaies, and Jay Dearborn Jr.
        
Peer Group Issuers, Footnote Peer group total shareholder return was calculated using the S&P 400 Data Processing and Outsourced Services Index in 2020, 2021, and 2022 and the S&P 400 Diversified Financial Services Industry Index in 2023 and 2024.        
PEO Total Compensation Amount $ 12,594,328 $ 11,662,841 $ 10,185,740 $ 9,612,917 $ 20,110,653
PEO Actually Paid Compensation Amount $ 7,748,653 20,796,582 16,138,271 (11,056,785) 17,199,828
Adjustment To PEO Compensation, Footnote SEC rules require certain adjustments be made to the summary compensation table totals to determine CAP as reported in the pay versus performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated in accordance with Item 402(v) of Regulation S-K. For 2024 the values included in these columns reflected the following adjustments:
PEO2024
Summary compensation table total$12,594,328 
+/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end$(3,623,916)
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$(3,034,889)
+/- year over year change in fair value of equity awards granted in prior years that vested in the covered year$1,813,130 
Compensation actually paid$7,748,653 
Non-PEO NEOs (Average)2024
Summary compensation table total$3,711,845 
+/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end$(845,630)
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$(651,466)
+/- year over year change in fair value of equity awards granted in prior years that vested in the covered year$181,251 
Compensation actually paid$2,396,000 
        
Non-PEO NEO Average Total Compensation Amount $ 3,711,845 3,690,598 3,485,823 3,403,671 5,631,854
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,396,000 5,559,997 4,113,195 (2,116,815) 5,431,105
Adjustment to Non-PEO NEO Compensation Footnote SEC rules require certain adjustments be made to the summary compensation table totals to determine CAP as reported in the pay versus performance table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated in accordance with Item 402(v) of Regulation S-K. For 2024 the values included in these columns reflected the following adjustments:
PEO2024
Summary compensation table total$12,594,328 
+/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end$(3,623,916)
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$(3,034,889)
+/- year over year change in fair value of equity awards granted in prior years that vested in the covered year$1,813,130 
Compensation actually paid$7,748,653 
Non-PEO NEOs (Average)2024
Summary compensation table total$3,711,845 
+/- year-end over grant date change in fair value of equity awards granted during the covered year that remain outstanding and unvested as of the covered year-end$(845,630)
+/- year over year change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end$(651,466)
+/- year over year change in fair value of equity awards granted in prior years that vested in the covered year$181,251 
Compensation actually paid$2,396,000 
        
Compensation Actually Paid vs. Total Shareholder Return
We did not generally consider relative TSR as compared to our peer group, as reported in the above table, to be an important performance measure during the time period covered by this analysis. However, during 2020, in response to the severity of the impact of COVID-19 on the global economy and increase in general economic uncertainty, the Leadership Development and Compensation Committee modified the performance goal for the March 2020 PSRU awards to three-year relative TSR and approved a special performance-focused award, comprised 75% of PRSUs based on relative TSR. As a result, CAP for our PEO and NEOs during 2021 and 2020 were affected to a greater degree by relative TSR results. Over the last three years, relative TSR has had a lesser impact on CAP for our PEO and NEOs. Relative TSR has not been a performance metric used in our PRSUs during the last three years.
        
Compensation Actually Paid vs. Net Income We chose ANI EPS as our Company Selected Measure for evaluating Pay versus Performance because it is typically a key metric in our annual LTIP PRSU grants, and it also tracks similarly to the adjusted operating income metric in our STIP program. We expect CAP amounts to generally align with ANI EPS, but alignment for some years was impacted by an offsetting TSR performance. The Company does not use GAAP net income (loss) as a performance measure in our STIP or our LTIP PRSU grants, therefore, net income (loss) over the five years presented in the above table is not directly correlated to CAP.        
Compensation Actually Paid vs. Company Selected Measure We chose ANI EPS as our Company Selected Measure for evaluating Pay versus Performance because it is typically a key metric in our annual LTIP PRSU grants, and it also tracks similarly to the adjusted operating income metric in our STIP program. We expect CAP amounts to generally align with ANI EPS, but alignment for some years was impacted by an offsetting TSR performance. The Company does not use GAAP net income (loss) as a performance measure in our STIP or our LTIP PRSU grants, therefore, net income (loss) over the five years presented in the above table is not directly correlated to CAP.        
Total Shareholder Return Vs Peer Group
We did not generally consider relative TSR as compared to our peer group, as reported in the above table, to be an important performance measure during the time period covered by this analysis. However, during 2020, in response to the severity of the impact of COVID-19 on the global economy and increase in general economic uncertainty, the Leadership Development and Compensation Committee modified the performance goal for the March 2020 PSRU awards to three-year relative TSR and approved a special performance-focused award, comprised 75% of PRSUs based on relative TSR. As a result, CAP for our PEO and NEOs during 2021 and 2020 were affected to a greater degree by relative TSR results. Over the last three years, relative TSR has had a lesser impact on CAP for our PEO and NEOs. Relative TSR has not been a performance metric used in our PRSUs during the last three years.
CAP vs TSR
The PEO and other NEOs' CAP amounts are directionally aligned with the Company's TSR over the five years presented in the above table, due primarily to the Company's use of equity awards, which are tied directly to changes in stock price during the vesting periods in addition to the Company's financial performance. 		       
Tabular List, Table
Most important performance measures
Adjusted Revenue
Adjusted Operating Income
Adjusted Net Income - Earnings Per Share (ANI EPS)
        
Total Shareholder Return Amount $ 83,700 92,880 78.13 67.02 97.17
Peer Group Total Shareholder Return Amount 111,210 99,270 85.27 101.33 92.40
Net Income (Loss) $ 309,600,000 $ 266,600,000 $ 167,500,000 $ 136,100,000 $ (280,500,000)
Company Selected Measure Amount | $ / shares 15.28 14.81 13.53 9.14 6.06
PEO Name Ms. Smith Ms. Smith Ms. Smith Ms. Smith Ms. Smith
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted Revenue        
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Operating Income        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted Net Income - Earnings Per Share (ANI EPS)        
Non-GAAP Measure Description Adjusted Net Income - Earnings Per Share, or "ANI EPS", a non-GAAP measure, is calculated as defined in Appendix A.        
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (3,623,916)        
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,034,889)        
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,813,130        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (845,630)        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (651,466)        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 181,251        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure During fiscal 2024, the Company did not grant stock options or other similar types of awards to any NEOs. Moreover, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Historically, the Company's practice is to grant any equity-based compensation on a set schedule of March 15, June 15, September 15 and December 15 (or the next business day), with the vast majority of our grants made under the LTIP on March 15 of each year.
Award Timing Method During fiscal 2024, the Company did not grant stock options or other similar types of awards to any NEOs. Moreover, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Historically, the Company's practice is to grant any equity-based compensation on a set schedule of March 15, June 15, September 15 and December 15 (or the next business day), with the vast majority of our grants made under the LTIP on March 15 of each year.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered During fiscal 2024, the Company did not grant stock options or other similar types of awards to any NEOs. Moreover, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Historically, the Company's practice is to grant any equity-based compensation on a set schedule of March 15, June 15, September 15 and December 15 (or the next business day), with the vast majority of our grants made under the LTIP on March 15 of each year.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true