Board Justification

WEX's philosophy regarding executive compensation is straightforward: reward our executives for their contribution to the Company's annual and long-term performance by tying a significant portion of their total compensation to key drivers of increased stockholder value.

Board Justification

The short-term annual incentive compensation program (STIP) is an annual bonus opportunity for employees at all levels of the organization who generally share the same key goals, contingent upon Committee-approved financial performance goals. In 2013, the Company was required to achieve threshold results for Adjusted Net Income in order for any portion of the STIP to be paid to any employees, including the executive officers.

Board Justification

Includes amounts contributed by each named executive officer on a pre-tax basis to the company's 401(k) plan and Executive Deferred Compensation Plan.

Board Justification

The Company provides long-term equity-based incentives through the LTIP. Grants under the LTIP have generally been provided as a mix of PSUs, which vest based on the achievement of performance goals and RSUs, which vest based on the passage of time. The metric used to determine the vesting of PSUs has generally been the achievement of adjusted net income targets and/or revenue targets set by the Committee. PSUs and RSUs generally vest over a three or four year period of employment.