WEX Inc.
Non-Employee Director Compensation Plan
Effective October 1, 2023
Originally Adopted December 13, 2014
Annual Cash Retainers
The Company shall pay each non-employee board member the following annual cash retainer(s) based upon his or her service. All payments hereunder shall be made in equal quarterly amounts.
| | | | | | | | |
| Annual Chairman Cash Retainer | $ | 185,000 |
| Annual Lead Director Cash Retainer | $ | 125,000 |
| Annual Director Cash Retainer (other than Lead Director and Chairman) | $ | 85,000 |
| Audit Committee Chair Cash Retainer | $ | 30,000 |
| Compensation Committee Chair Cash Retainer | $ | 25,000 |
| Technology Committee Chair Cash Retainer | $ | 20,000 |
| Finance Committee Chair Cash Retainer | $ | 20,000 |
| Governance Committee Chair Cash Retainer | $ | 20,000 |
| | |
Equity Retainers
All directors at the conclusion of the annual stockholders’ meeting (“ASM”) shall be granted a number of restricted stock units (“RSUs”) worth the equivalent of $200,000 at the then current stock price. Such RSUs will vest annually.
New Director Equity Grants
All new directors shall be granted a number of restricted stock units (“RSUs”) worth the equivalent of $100,000 at the then current stock price. Such RSUs are granted either (i) at the next annual stockholders’ meeting after a new non-employee director's appointment by the Board or (ii) upon initial election to the Board by our stockholders, whichever comes first, and will vest on the first anniversary of the date of grant
Fee Deferral
Directors may defer all or part of their cash fees and equity retainers into deferred stock units which will be payable in Company shares to the Director only upon termination from Board Service.
Expense Reimbursement
Directors are reimbursed by the Company for their out-of-pocket travel and related expenses incurred in attending all Board and committee meetings.
Proration of Annual Cash Retainers for New Directors
To the extent a director is appointed at a time other than the ASM, any Annual Cash Retainers will be prorated.
