World Kinect (WKC) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

WORLD FUEL SERVICES CORPORATION

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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DATE AND TIME Friday, May 21, 2021 8:00 a.m., Eastern Time

LOCATION Our meeting will be held in a virtual format only, conducted exclusively via www.virtualshareholdermeeting.com/INT2021.

RECORD DATE Shareholders of record at the close of business on March 24, 2021 are entitled to notice of, and to vote at, the virtual meeting and any adjournment thereof.

Shareholders will also transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. These matters are more fully discussed in the accompanying proxy statement.

To attend, vote, and submit questions at the 2021 Annual Meeting, please log in to www.virtualshareholdermeeting.com/INT2021 using the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials.

Whether or not you expect to attend the virtual meeting, please vote using the Internet, by telephone or by mail, in each case, by following the instructions in our proxy statement. Shareholders who execute a proxy may nevertheless attend the virtual meeting, revoke their proxy and vote their shares during the virtual meeting.

VOTING METHODS

You can vote by proxy whether or not you attend the Annual Meeting. To vote by proxy, you have a choice of voting over the Internet, by telephone or by using a traditional proxy card.

INTERNET Visit www.proxyvote.com and follow the instructions. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.

TELEPHONE Dial the number listed on your proxy card, your voter instruction form or Notice. You will need the 12-digit control number included on your proxy card, voter instruction form or Notice.

MAIL If wish to vote by traditional proxy card, you can request a full set of materials at no charge through www.proxyvote.com or the phone number listed on the Notice.

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This proxy summary highlights information contained elsewhere in this proxy statement and does not contain all information that you should review and consider. Please read the entire proxy statement with care before voting.

2021 Annual Meeting

Proposals and Board Recommendation

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Proxy Summary

Board of Directors

Director Nominees

NAME AND PRIMARY OCCUPATION		INDEPENDENT	AGE	DIRECTOR SINCE	COMMITTEE MEMBERSHIP
					A	C	G	S	T
	Michael J. Kasbar Chairman, President and Chief Executive Officer World Fuel Services Corporation		64	1995
	Ken Bakshi Managing Partner Trishul Capital Group LLC and Trishul Advisory Group LLC		71	2002
	Jorge L. Benitez Retired Chief Executive Officer, North America Accenture plc		61	2015
	Sharda Cherwoo Retired Senior Partner Ernst & Young LLP		62	2020
	Richard A. Kassar Vice Chairman Freshpet, Inc.		73	2002
	John L. Manley Retired Partner Deloitte & Touche LLP		72	2010
	Stephen K. Roddenberry Partner Akerman LLP		72	2006
	Paul H. Stebbins Chairman Emeritus World Fuel Services Corporation		64	1995

A – Audit C – Compensation G – Governance S - Sustainability & Corporate Responsibility T - Technology & Operations		Chair
		Member

Board Snapshot

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Proxy Summary

Board and Corporate Governance Highlights

We believe that good corporate governance is critical to support our efforts to achieve our performance goals while delivering long-term value to our shareholders, employees, customers and other stakeholders. The following table summarizes certain highlights of our corporate governance practices and policies. For a comprehensive discussion of our corporate governance policies, see the section titled “Corporate Governance”, beginning on page 14 of this proxy statement.

Shareholder Engagement

We regularly engage with our shareholders to better understand their perspectives on our Company, including our business strategies, financial performance, and matters of corporate governance and executive compensation.

We believe that these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees.

Recent Governance Actions

	Documented and formalized our commitment to Board diversity in our Corporate Governance Guidelines and the Governance Committee charter;
	Formed the Sustainability and Corporate Responsibility Committee of the Board in 2020 to oversee our programs, policies, risks and initiatives regarding environmental, health, safety, sustainability, diversity and other social responsibility issues and impacts (collectively, “Sustainability Matters”) on us and our business; and
	Became a signatory to the United Nations Global Compact, the world’s largest corporate responsibility initiative established to encourage companies to align strategies and operations with universal principles on human rights, labor, environment and anti-corruption, and to report on the actions being taken to advance these societal goals.

Corporate Governance Practices

The following summarizes certain highlights of our corporate governance practices and policies.

	Annual election of directors
	100% independent Board committees
	7 out of our 8 Board nominees are independent
	Director resignation policy for all directors in uncontested elections
	Regular shareholder engagement on governance, compensation and other issues of interest to our shareholders
	Robust stock ownership guidelines applicable to directors
	Independent lead director facilitates and strengthens the Board’s independent oversight
	Independent directors meet in executive session without management present
	Strong Board oversight of risk management process
	Annual Board evaluations and self-assessments
	Policies prohibiting hedging of shares by directors
	No related person transactions in 2020

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Proxy Summary

2020 Executive Compensation Highlights

The following summary of our executive compensation program highlights our commitment to executive compensation practices that align the interests of our executives and shareholders. For a comprehensive discussion of our executive compensation, see the section titled “Compensation Discussion and Analysis”, beginning on page 36 of this proxy statement.

Pay-for-Performance Alignment

We structure our compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. As a result, a significant percentage of the total target compensation for our NEOs in 2020 was a combination of short- and long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.

TARGET COMPENSATION MIX

Elements of Compensation

The Committee uses a variety of compensation elements to establish individual compensation programs for each of its NEOs.

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Proxy Summary

Executive Compensation Practices

	WHAT WE DO
	Executive compensation program tied to our financial and operating performance and designed to create value for our shareholders, employees, customers and other stakeholders
	Use performance measures that are aligned with business objectives
	Monitor our compensation programs for risk-taking incentives
	Maintain robust stock ownership guidelines applicable to executive officers
	Maintain rigorous stock retention requirements applicable to executive officers
	Prohibit hedging of shares by executive officers, directors and all other employees

	WHAT WE DON’T DO
	Executive officers are not eligible for guaranteed bonuses
	No tax gross ups
	No excessive perquisites
	No single-trigger vesting of awards upon a change of control
	No repricing of stock options
	No liberal share recycling under our equity plan
	No liberal definition of “change of control”
	No payment of dividends on unvested equity awards

Environmental and Social Highlights

We believe strongly that companies like ours can have a profound impact and as part of our commitment to operating sustainably, we firmly believe in working collaboratively with our suppliers, customers and the communities in which we operate to accelerate the transition to a low-carbon world.

	Published our inaugural 2019 Sustainability Report in October 2020, increasing transparency on our continued efforts around key environmental, social and governance areas that are important to our business and stakeholders;
	Achieved net zero carbon emissions from our operations for 2019 with the aim of further improving our processes, technologies and efficiencies every day to decarbonize our operations and achieve our long-term sustainability goals;
	Selected six United Nations Sustainable Development Goals for our initial focus in areas where we believe we can have the greatest positive impact and create the most value:

	Continued the development of our multi-year sustainability and corporate responsibility program designed to identify and prioritize programs, policies, risks and initiatives regarding Sustainability Matters for us and our stakeholders;
	Adopted our Health, Safety and Environment Principles, a guiding framework which we believe embodies our philosophies and values for ensuring that we conduct our business in a safe and responsible manner, while engaging with our communities and working to reduce our overall impact on the natural environment;
	Issued our Human Rights Statement outlining our strive to upholding human rights through doing business in ways that respect the rights of individuals and complies with the laws and regulations in the countries in which we operate; and
	Ensured the safety of our employees and other stakeholders during the COVID-19 pandemic by implementing our business continuity and emergency response plans and maximizing remote work throughout our global offices - with our employees collaborating virtually with our customers, suppliers and each other using the information sharing tools and technology that we have invested in throughout the last several years.

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WORLD FUEL SERVICES CORPORATION
9800 Northwest 41st Street
Miami, Florida 33178

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 21, 2021

The proxy materials listed below are available to you at www.proxyvote.com. You will need your 16-digit control number found on your proxy card, voter instruction form or Notice of Internet Availability to access these materials:

Among other things, this proxy statement contains information regarding (i) the date, time and location of the meeting; (ii) a list of the matters being submitted to our shareholders; and (iii) information concerning voting for these matters at the meeting.

Introduction

This proxy statement is furnished to the shareholders of World Fuel Services Corporation in connection with the solicitation of proxies by the Board of Directors, or the “Board”, for the 2021 annual meeting of shareholders, or the “Annual Meeting”. The terms “Company,” “we,” “our” and “us” used in this proxy statement refer to World Fuel Services Corporation and its subsidiaries unless the context otherwise requires.

We are utilizing the Securities and Exchange Commission, or “SEC”, rule allowing companies to furnish proxy materials to their shareholders over the Internet. In accordance with this rule, on or about April 9, 2021, we sent our shareholders, as of the close of business on March 24, 2021, a Notice of Internet Availability of Proxy Materials for the Annual Meeting, which we refer to as the “Notice”. The Notice contains instructions on how to access our proxy statement and annual report and vote online. If you received a Notice and would like to receive a printed copy of our proxy materials from us instead of downloading a printable version from the Internet, please follow the instructions included in the Notice for requesting such materials at no charge.

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Director Nominees

We believe that each of our nominees possesses the experience, skills, characteristics and qualities to fully perform his or her duties as a director and to contribute to our success. In addition, each of our nominees is being nominated because they each possess the highest standards of personal integrity, are accomplished in their field, have an understanding of the interests and issues that are important to our shareholders and are able to dedicate sufficient time to fulfilling their obligations as a director. Our nominees as a group complement each other and each other’s respective experiences, skills, characteristics and qualities. For an additional discussion of the nomination process, see “Nominee Qualifications and the Nomination Process” beginning on page 23 of this proxy statement.

The following sets forth certain information with respect to each nominee standing for election to the Board. The biographies of each of the nominees and directors contain information regarding the individual’s service as a director, business experience, and the qualifications, characteristics or skills that led to the conclusion that the individual should serve as our director.

MICHAEL J. KASBAR

Chairman, President and
Chief Executive Officer
World Fuel Services
Corporation

AGE: 64

DIRECTOR SINCE: 1995

COMMITTEES: NONE

BACKGROUND:

●Chairman of the Board since May 2014 and has served as our President and Chief Executive Officer since January 2012.

●President and Chief Operating Officer of our company from July 2002 to December 2011.

●Chief Executive Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to July 2002, at the time our principal subsidiary engaged in the marine fuel services business.

●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company which Mr. Kasbar co-founded in 1985 with Mr. Stebbins, from September 1985 to December 1994.

●A member of the Business Roundtable.

●First cousin of our director, Richard A. Kassar.

SKILLS & QUALIFICATIONS:

Mr. Kasbar brings to the Board a unique understanding of our strategies and operations through over 20 years of service with us and more than 30 years of experience in the fuel services business.

		Commodities Trading				Energy Industry				Information Technology
		International Operations				Management				Human Resources/Talent Management

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Proposal No. 1–Election of Directors

KEN BAKSHI

Managing Partner
Trishul Capital Group LLC and
Trishul Advisory Group LLC

INDEPENDENT DIRECTOR

AGE: 71

DIRECTOR SINCE: 2002

COMMITTEES:

●Compensation (Chair)

●Governance

●Sustainability & Corporate Responsibility

●Technology & Operations

●Nominating Subcommittee (Chair)

BACKGROUND:

●Managing partner of Trishul Capital Group LLC and Trishul Advisory Group LLC, two privately owned equity investment and consulting companies, since June 2003.

●Chairman of the board of directors and Chief Executive Officer of Amala Inc., a skin care products company, from April 2008 to July 2013 and Executive Chairman thereafter until June 2015.

●Chief Executive Officer of Row 2 Technologies, a software development firm he co-founded, from December 2002 to February 2006 and Vice Chairman thereafter until June 2009.

●Executive Vice President and Chief Operating Officer of Vistaar, Inc., an incubator of business-to-business internet-based marketplaces, from July 2000 to December 2002.

●Senior Vice President of Wyeth (formerly known as American Home Products Corp.), a NYSE company until 2009 when it was acquired by Pfizer, Inc., from 1998 to 2000.

●Served in various capacities with American Home Products Corp. and American Cyanamid Company, which was acquired by American Home Products Corp. in 1994, prior to 1998.

SKILLS & QUALIFICATIONS:

Mr. Bakshi brings to the Board extensive experience in private equity investments, management consulting and technology and significant international experience running operating units within large multinational publicly-traded corporations.

		Accounting and Finance				Information Technology				International Operations
		Management				Human Resources/Talent Management

JORGE L. BENITEZ

Retired Chief Executive
Officer, North America
Accenture plc

INDEPENDENT DIRECTOR

AGE: 61

DIRECTOR SINCE: 2015

COMMITTEES:

●Audit

●Governance

●Sustainability & Corporate Responsibility (Chair)

●Technology & Operations (Chair)

●Nominating Subcommittee

BACKGROUND:

●Retired from Accenture plc in September 2014 after more than 33 years of service.

●Chief Executive Officer of North America, where he had primary responsibility for Accenture’s business and operations in North America, from 2011 to 2014.

●Chief Operating Officer, Products Operating Group, the largest of Accenture’s five operating groups, from September 2006 to August 2011, where he was responsible for executing the business strategy and ensuring operational excellence across a wide set of consumer industry groups, including: automotive; air, freight and travel services; industrial equipment; and infrastructure and transportation services.

●Held various senior leadership roles and other positions since joining Accenture in 1981.

●Member of the board of directors of Fifth Third Bancorp, a Nasdaq company (FITB), since 2015, and currently serves as chairman of its technology committee and as a member of its audit committee, nominating and corporate governance committee, and its risk and compliance committee.

SKILLS & QUALIFICATIONS:

Mr. Benitez brings to the Board his extensive experience developing and executing business strategies across a range of industries, particularly air, freight and travel and transportation services, as well as significant executive experience running operating units within a large multinational publicly traded corporation and skills in implementing technology and digital solutions across a broad range of platforms.

		Accounting/Finance				Corporate Governance/Other Public Company Directorship				Information Technology
		International Operations				Management				Human Resources/Talent Management

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Proposal No. 1–Election of Directors

SHARDA CHERWOO

Retired Senior Partner
Ernst & Young LLP

INDEPENDENT DIRECTOR

AGE: 62

DIRECTOR SINCE: 2020

COMMITTEES:

●Governance

●Sustainability & Corporate Responsibility

●Technology & Operations

BACKGROUND:

●Retired as a Senior Partner from Ernst & Young LLP (“EY”) in January 2020, after more than 37 years of service, including 28 years as a Client Service Partner with specialized industry focus in private equity, financial services, health care and emerging and disruptive technology companies.

●Launched and spearheaded EY’s Intelligent Automation program from October 2015 to January 2020, with a focus on strategic direction, governance and risk management. As part of that role, she also directed EY’s investments in robotic process automation (“RPA”) and digital transformation initiatives.

●Advised a number of Fortune 500 companies on their intelligent automation strategies, including operating models, digital and talent transformation planning, artificial intelligence and blockchain initiatives.

●Concurrently served as a Senior Advisory Partner in EY’s Private Equity practice group since 2009 and as Global Client Service Partner and Global Tax Account Leader since 1991, where she was responsible for advising on digital transformation, RPA initiatives, complex tax accounting and global tax planning, as well as mergers, acquisitions and divestitures and their impact on business and global tax strategies.

●Founding Chief Executive Officer of EY’s Global Shared Services operations in Bangalore, India, which was EY’s first global offshoring center for client-facing operations, from 2001 to 2004.

●Held various senior leadership roles and other positions since joining EY in the US in 1982 in the audit practice.

●Has been committed to mentoring and bringing innovative ideas to diversity and inclusiveness efforts, in addition to her strategic, operational and leadership roles.

●Awarded the American Business Award® Silver Stevie® Award for Most Innovative Woman of the Year in Business Services in 2018.

●Received the Gold Stevie^® Award for Innovation of the Year for her work in RPA and the 2017 Gold Best in Biz Award for Innovator of the Year in 2017.

SKILLS & QUALIFICATIONS:

Ms. Cherwoo brings to the Board her significant experience in advising companies on digital transformation initiatives and RPA strategies, including digital and talent transformation planning, artificial intelligence and blockchain initiatives, as well as substantial management experience.

		Accounting/Finance				Information Technology				International Operations
		Management				Human Resources/Talent Managements

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Proposal No. 1—Election of Directors

RICHARD A. KASSAR

Vice Chairman
Freshpet, Inc.

INDEPENDENT DIRECTOR

AGE: 73

DIRECTOR SINCE: 2002

COMMITTEES:

●Audit

●Compensation

●Governance

●Technology & Operations

BACKGROUND:

●Vice Chairman of Freshpet, Inc. (NASDAQ: FRPT) since October 2020 and prior to that, served as its Chief Financial Officer since July 2014, its President from January 2011 to July 2014 and its Chief Executive Officer from October 2006 to December 2010.

●Chief Financial Officer of Transformational CPG Acquisition Corp., a recently organized special purpose acquisition company (SPAC).

●Senior Vice President and Chief Financial Officer of The Meow Mix Company, a cat food company, from February 2002 to July 2006.

●Self-employed as a consultant to venture capital firms, advising them primarily on the acquisition of consumer brands, from May 2001 to January 2002.

●Co-President and Chief Financial Officer of Global Household Brands, a manufacturer of household products, from December 1999 to May 2001.

●Held various positions at Chock Full O’Nuts, a coffee company, from 1986 to December 1999, and most recently served as Senior Vice President and Chief Operating Officer.

●Director, member of the compensation committee and chairman of the audit committee of Vaughan Foods, Inc., a Nasdaq company until March 2010, which was sold in October 2011.

●Until March 2010, director, member of the compensation committee and chairman of the audit committee of Velocity Express, Inc., a Nasdaq company until August 2009, which was sold in November 2009.

●First cousin of Michael J. Kasbar, our Chairman, President and Chief Executive Officer.

SKILLS & QUALIFICATIONS:

Mr. Kassar brings to the Board his extensive executive experience in brand management, consumer products and corporate finance and has significant experience as a senior finance executive.

Accounting/Finance

Corporate Governance/ Other Public Company Directorship

Investment Banking/ Capital Markets

JOHN L. MANLEY

Retired Partner
Deloitte & Touche LLP

INDEPENDENT DIRECTOR

AGE: 72

DIRECTOR SINCE: 2010

COMMITTEES:

●Audit (Chair)

●Governance

●Technology & Operations

BACKGROUND:

●Retired from Deloitte & Touche LLP in 2009 after more than 27 years as a partner.

●Managing Partner of Deloitte’s Northeast Region Audit and Enterprise Risk Services Practice from 2006 to 2009.

●Founded and was the National Director of Deloitte’s Regulatory Consulting Practice, which included practices in financial services, health care, government contracting, energy and utilities.

●Had seven years of regulatory experience with the SEC and the Commodity Futures Trading Commission, or CFTC, in various positions, including serving as the Chief Accountant and Director of the Division of Trading and Markets of the CFTC, before joining Deloitte.

●Director and Chairman of the audit committee of UBS Trust Company N.A. from 2013 to August 2015.

●A Certified Public Accountant on inactive status.

SKILLS & QUALIFICATIONS:

Mr. Manley brings to the Board extensive executive management, financial reporting, risk management and regulatory experience.

		Accounting/Finance				Commodities Trading				Corporate Governance/ Other Public Company Directorship
		Legal and Regulatory				Management

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Proposal No. 1—Election of Directors

STEPHEN K. RODDENBERRY

Partner
Akerman LLP

LEAD INDEPENDENT DIRECTOR

AGE: 72

DIRECTOR SINCE: 2006

COMMITTEES:

●Compensation

●Governance (Chair; Presiding Director)

BACKGROUND:

●Partner in the law firm of Akerman LLP where he has been employed as an attorney since 1988.

●Advises clients in corporate compliance and governance issues, public and private securities transactions, mergers and acquisitions, and private equity investments.

SKILLS & QUALIFICATIONS:

Mr. Roddenberry brings to the Board extensive experience in private equity, mergers and acquisitions, investment management, venture capital, public finance and securities.

Corporate Governance/ Other Public Company Directorship

Investment Banking/ Capital Markets

Legal and Regulatory

PAUL H. STEBBINS

Chairman Emeritus
World Fuel Services Corporation

INDEPENDENT DIRECTOR

AGE: 64

DIRECTOR SINCE: 1995

COMMITTEES:

●Sustainability & Corporate Responsibility

BACKGROUND:

●Our Chairman Emeritus since May 2014 and prior to that, our Executive Chairman, from January 2012 to May 2014.

●Chairman and Chief Executive Officer of our Company from July 2002 to December 2011.

●President and Chief Operating Officer of our Company from August 2000 to July 2002.

●President and Chief Operating Officer of World Fuel Services Americas, Inc. (formerly Trans-Tec Services, Inc.), from January 1995 to August 2000, at the time our principal subsidiary engaged in the marine fuel services business.

●Officer, shareholder and director of Trans-Tec Services, Inc., a global marine fuel services company, which Mr. Stebbins co-founded in 1985 with Mr. Kasbar, from September 1985 to December 1994.

●Member of the board of directors of First Solar, Inc., a Nasdaq company, since December 2006 and currently serves as the chairman of the nominating and governance committee and a member of the audit and compensation committees.

●A member of the Board of Advisors of the Amigos de las Americas Foundation of Houston, Texas (amigosinternational.org) and Board of Directors of Silkroad founded by Yo-Yo Ma (silkroad.org).

●A founding member of FixUS (FixUSNow.org), an organization committed to engaging citizens to better understand and address the nation’s growing divisions, dysfunction and distrust in our political system and also a member of Patriots and Pragmatists, the Democracy Funders Network and the Council on Foreign Relations.

SKILLS & QUALIFICATIONS:

Mr. Stebbins brings to the Board a unique understanding of our strategies and operations through over 20 years of service to our Company and more than 30 years of experience in the fuel services business.

		Accounting/Finance				Commodities Trading				Corporate Governance/ Other Public Company Directorship
		Energy Industry				International Operations				Investment Banking/ Capital Markets
		Management				Human Resources/ Talent Management

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Board and Committee Governance

Board Leadership Structure

The Board regularly considers the appropriate leadership structure for us and does not have a formal policy with respect to the separation of the positions of Chief Executive Officer and Chairman of the Board. Rather, the Board believes that different Board leadership structures may be appropriate for us at different times, and that it should have the flexibility to make this decision based on its evaluation of current circumstances. When making this decision, the Board considers factors such as:

Mr. Kasbar currently serves as Chairman of the Board in addition to his role as President and Chief Executive Officer. Our Board believes that our Chief Executive Officer is in the best position to most effectively serve as the Chairman of the Board given that he has the primary responsibility for managing our day-to-day operations and therefore has a detailed and in-depth knowledge of the issues, opportunities and challenges facing us and our business. The Board also believes that the Chief Executive Officer serving as Chairman of the Board further promotes information flow between management and the Board and enhances the quality of the Board’s overall decision-making process.

In making its decision to combine the roles of Chief Executive Officer and Chairman of the Board, the Board considered that its leadership structure was appropriate given the following strong governance structures and processes in place to ensure the independence of the Board, eliminate conflicts of interest and prevent the dominance of the Board by senior management:

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Corporate Governance

Lead Independent Director

Our independent directors annually elect our lead independent director. Consistent with best practices, our lead independent director:

Currently, Mr. Roddenberry serves as our lead independent director. The Board believes that having a lead independent director benefits us and our shareholders by providing leadership and an organizational structure for the independent directors.

Shareholder Engagement

We regularly engage with our shareholders to better understand their perspectives on our Company, including our business strategies, financial performance, and matters of corporate governance and executive compensation. This dialogue has helped inform the Board’s decision-making processes and ensure our interests remain well-aligned with those of our shareholders. In recent years, these engagements have covered governance issues, such as majority voting, board leadership and director nomination processes, and compensation and capital allocation policies.

During 2020, we interacted with 15 of our 25 largest holders of our common stock, representing approximately 55% percent of our outstanding shares.			As a result of the feedback we received from our shareholders in the past few years, we have, among other things: adopted a director resignation policy for all directors in uncontested elections; enhanced our disclosure regarding our director nomination process and the combined skills of our Board; amended our Governance Committee charter and Corporate Governance Principles to better reflect the Board’s perspective and existing practice regarding the inclusion of diverse candidates in our director nomination process; modified our long term incentive compensation programs to enhance predictability and shareholder alignment; and expanded our disclosures regarding our environmental, social and governance (“ESG”) principles and practices through, among other things, the publication of our 2019 Sustainability Report.

We believe that these engagements provide valuable feedback and this feedback is shared regularly with the Board and its relevant committees.

Meetings

During 2020, the Board met six times. Each director attended at least 75% of the aggregate of the total number of meetings of the Board and the total number of meetings held by each of the Board committees on which he or she served. In addition, it is our policy that each director should attend all meetings of shareholders, absent extenuating circumstances. All of our directors that were standing for election at the 2020 annual meeting of shareholders attended the meeting.

All of our independent directors meet in executive session (without management present) during each scheduled Board meeting and at other times as they may deem necessary. Mr. Roddenberry currently serves as the Presiding Director over all executive sessions of the independent directors.

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Corporate Governance

Director Independence

Our Corporate Governance Principles require that a majority of our directors meet the standards for independence required by the listing standards of the NYSE. In addition, members of our Audit Committee must meet the independence standards for audit committee members adopted by the SEC. Members of the Audit Committee must also have no relationship with us that interferes with their exercise of independent judgment. Members of our Compensation Committee must meet the definition of “non-employee director” contained in Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and meet the independence requirements under the NYSE listing standards. The Board may also consider other factors in making its determination that a director has no material relationship with us that could compromise that director’s independence.

Our Corporate Governance Principles provide that no more than two members of management shall serve on the Board. Mr. Kasbar is the only member of management currently serving on our Board. All of our other directors, Messrs. Bakshi, Benitez, Kassar, Manley, Roddenberry and Stebbins and Ms. Cherwoo, are independent of us and our management under NYSE listing standards, and our Audit Committee members and Compensation Committee members are independent under the standards applicable to membership in such committees. In making this determination, our Board considered that Mr. Kassar is the first cousin of Mr. Kasbar, and the Board determined that the familial relationship between Messrs. Kasbar and Kassar was not material because it would not adversely affect Mr. Kassar’s ability to exercise his independent judgment as our director. Mr. Kasbar is not deemed to be an independent director because of his employment relationship with us and therefore he is precluded from sitting on any of our committees.

Annual Board and Committee Self-Evaluations

Each year, our Board and its committees conduct self-evaluations to ensure they are performing effectively and to identify opportunities to improve Board and committee performance. The Governance Committee annually reviews the format and scope of our Board’s evaluation process in light of general corporate governance developments and best practices and recommends changes it believes are appropriate. Each chair of our Board’s committees also reviews and updates, as appropriate, a separate self-evaluation of committee performance, which is provided to the members of each committee for comment and feedback. Once the format and content of the evaluation is approved, a Board self-assessment is conducted under the oversight of the Governance Committee and for each committee, led by the committee chair. As part of the assessment, a written questionnaire is circulated which is designed to solicit feedback on a range of issues, including Board and committee structure, process and dynamics, the flow of information from management, and agenda topics. The feedback received from the evaluations is discussed during a review session led by the Governance Committee and the individual committees, as appropriate.

In addition to these annual self-assessments, the Board evaluates and modifies its oversight of our business operations on an ongoing basis. During their executive sessions, the independent directors consider agenda topics that they believe deserve additional focus and raise new topics to be addressed in future meetings.

Corporate Governance Principles

The Board has adopted Corporate Governance Principles, which are amended from time to time to incorporate certain current best practices in corporate governance. The Corporate Governance Principles describe our corporate governance practices and policies and provide a framework for our Board governance. The topics addressed in our Corporate Governance Principles include, among other things:

Our Corporate Governance Principles are available on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance. Copies of this document may also be obtained by any shareholder, without charge, by writing to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.

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Corporate Governance

Committees of the Board

Our Board has five standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, the Sustainability & Corporate Responsibility Committee and the Technology & Operations Committee. The following table illustrates the current membership of each of our Board’s committees, which are composed entirely of independent directors:

DIRECTOR		AUDIT	COMPENSATION	GOVERNANCE	SUSTAINABILITY & CORPORATE RESPONSIBILITY	TECHNOLOGY & OPERATIONS
	Ken Bakshi
	Jorge L. Benitez
	Sharda Cherwoo
	Richard A. Kassar
	John L. Manley
	Stephen K. Roddenberry
	Paul H. Stebbins

	Chair
	Member

Each of the Board’s committees operates under a written charter adopted by our Board which addresses the purpose, duties and responsibilities of the committee. Each committee reviews its charter at least annually and recommends charter changes to the Board as appropriate. During 2020, each of the Audit Committee, Compensation Committee and Technology & Operations Committee revised its charter. A current copy of each committee charter can be found on our website at www.wfscorp.com by clicking on Investor Relations and then Corporate Governance.

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Corporate Governance

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Corporate Governance

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Corporate Governance

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Corporate Governance

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Corporate Governance

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Corporate Governance

Director Nomination Process

Nominee Qualifications and the Nomination Process

The Governance Committee believes that the Board should collectively possess a broad range of skills, knowledge, business experience and diversity of backgrounds that provides effective oversight of our business. The Governance Committee has established a matrix of skills and experience which it has determined would be beneficial to have represented on our Board based on a number of factors, including our current operating requirements, business strategy, and the long-term interests of our shareholders. The following table highlights certain of the skills and experience of our Board (additional details are set forth in their individual biographies beginning on page 9 of this proxy statement):

		SKILLS AND QUALIFICATIONS
		ACCOUNTING/FINANCE To provide insight and guidance on financial reporting, internal controls, our capital structure and financial transactions
		COMMODITIES TRADING To understand and advise on the fuel price risk management aspect of our operations
		CORPORATE GOVERNANCE / OTHER PUBLIC COMPANY DIRECTORSHIP To ensure a solid background and knowledge necessary to understand oversight and governance roles
		ENERGY INDUSTRY To provide insight and guidance on navigating and capitalizing on market dynamics in the energy industry
		INFORMATION TECHNOLOGY To assess the best tools to enhance business operations and customer experience
		INTERNATIONAL OPERATIONS To aid in the oversight of our extensive global operations
		INVESTMENT BANKING CAPITAL MARKETS To evaluate our investment and capital raising strategies
		LEGAL AND REGULATORY To understand and evaluate the complex regulatory environment in which our business operates and our legal risks and obligations
		MANAGEMENT To oversee the leadership and performance of our senior management
		HUMAN RESOURCES/TALENT MANAGEMENT To understand and provide valuable insight into attracting, motivating, developing and retaining top talent and manage succession

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The Board’s objective is to maintain a diverse membership that can best further the success of our business and represent shareholder interests through the exercise of sound judgment using its diversity of experience and perspectives. The Governance Committee periodically assesses the skills, characteristics and experience required of directors, comparing our needs in Board composition and the individual skills, characteristics and experience of our directors. This assessment enables the Governance Committee to update the skills, characteristics and experience it seeks in the Board, as a whole and in individual directors, as our needs evolve over time in order to maintain a balance of knowledge, experience and capabilities. As a result of such periodic assessment, the Governance Committee evaluates current directors and potential director nominees and will recommend any changes to Board size or composition that it believes is necessary to create a balanced and effective Board.

Finally, in order to ensure that our independent directors have sufficient time to devote to overseeing the Company, our Corporate Governance Principles prohibit our directors from serving on the board of directors of more than three other publicly traded companies, unless the Board determines that such service will not impair the ability of such director to effectively perform his or her obligations as our director. The Governance Committee believes that it has been able to attract and appoint directors of diverse backgrounds in the past using the criteria set forth above.

\We believe the Governance Committee has a sound director evaluation process and that such process is an effective method for determining whether a director is fit to serve on the Board. Our Governance Committee welcomes candidates recommended by shareholders and, assuming a submission is in proper form as provided under our By-Laws, it will apply the same standards described above to the evaluation of a shareholder nominee as it applies to all nominees, including those recommended by current directors, employees and others. The procedural and disclosure requirements of our By-Laws provide that shareholders who would like to propose a Board nominee for consideration by the Governance Committee must deliver written notice to our Corporate Secretary, including disclosure of: (i) the relationship between the nominating shareholder and the underlying beneficial owner, if any, and such parties’ stock holdings and derivative positions in our securities; (ii) information we deem appropriate to ascertain the nominee’s qualifications to serve on the Board, including disclosure of compensation arrangements between the nominee, the nominating shareholder and the underlying beneficial owner, if any; and (iii) any other information required to comply with the proxy rules and applicable law. These requirements are more fully described in Article I, Section 7 of our By-Laws, a copy of which will be provided without charge to any shareholder upon written request to our Corporate Secretary at World Fuel Services Corporation, 9800 Northwest 41st Street, Miami, Florida 33178.

Director Resignation Policy

We have adopted a director resignation policy for the election of directors in an uncontested election, which is generally defined as an election in which the number of nominees does not exceed the number of directors to be elected at the meeting. In uncontested elections of directors, such as this election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” his or her election must promptly tender his or her resignation for consideration by the Governance Committee. The director whose resignation is under consideration will not participate in the recommendation of the Governance Committee or deliberations of the Board with respect to his or her resignation. The Governance Committee will recommend to the Board whether the Board should accept or reject the resignation or whether other action should be taken. The Board will publicly disclose, in a Form 8-K filed with the SEC, its decision regarding the tendered resignation within 90 days after certification of the election results.

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If a director’s resignation is not accepted by the Board, the director will continue to serve until the next annual meeting of shareholders or until his or her successor is duly elected and qualified, or his or her earlier resignation or removal. If a director’s resignation is accepted by the Board, then the Board may fill the resulting vacancy or decrease the number of directors comprising the Board in accordance with our By-laws. A copy of our director resignation policy, included in our Corporate Governance Principles, is available on our website at www.wfscorp.com. Our website and information contained on our website are not part of this proxy statement and are not incorporated by reference in this proxy statement.

Sustainability and Corporate Responsibility

We are committed to fostering a corporate culture of safety and conducting our business in a manner that respects the environment, benefits the communities in which we operate and promotes collaboration with our stakeholders to develop sustainable programs that drive measurable positive change. While being a trusted partner and acting in a safe and responsible manner have always been critical elements of our long-term strategy, we have intensified our efforts over the last several years regarding sustainability, the environment, health and safety, diversity and other social responsibility issues and impacts (collectively, “Sustainability Matters”). This is because we believe that these matters are essential to our long-term success.

We also strongly believe that companies like ours can have a profound impact and as part of our commitment to operating sustainably, we are developing action plans and working collaboratively with our suppliers, customers and the communities in which we operate to accelerate the transition to a low-carbon world.

As a signatory to the United Nations (“UN”) Global Compact, the world’s largest corporate responsibility initiative, we are working to support and engage in collaborative projects to advance the broader UN Sustainable Development Goals (“SDGs”). The SDGs are a worldwide call for action to tackle some of the most pressing challenges facing our planet.

In 2019, we commenced the development of a multi-year sustainability and corporate responsibility program designed to:

Our initial work has included engaging with our stakeholders to identify those matters which are most significant to us and our business, as well as our customers, suppliers, employees and other stakeholders. After further review and consideration, we have selected six SDGs in areas where we believe we can have the greatest positive impact and that are closely aligned with our values and mission:

We have been actively working on setting various goals and targets for these SDGs to help drive the implementation of our sustainability strategy and establish benchmarks against which to measure our progress. As the next step in this journey, we are focusing on creating the programs underlying each of the initiatives, which we believe will enable us to achieve the short and long-term goals and targets that we set. In late 2020, we submitted our first annual “Communication on Progress” report to the UN, highlighting the actions we have taken thus far to implement the UN Global Compact principles and our progress in the areas of human rights, labor, the environment and anti-corruption.

Management and Board Oversight

As we have progressed in our approach to sustainability and corporate responsibility, our governance and oversight structure has also evolved. At the Board level, we began in 2018 by enhancing the responsibilities of our Governance Committee, which already included oversight of our corporate governance policies and practices, to also include oversight of our policies and programs related to environmental and social matters. This enhancement resulted in the establishment of our Sustainability Management Committee, which is a cross-functional committee composed of senior leaders and subject matter experts from across our business who collaborate to identify priorities, set goals and drive the implementation of our strategy and objectives with respect to Sustainability Matters. This committee is also responsible for developing and implementing our multi-year sustainability and corporate responsibility program currently underway.

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In March 2020, we established the Sustainability & Corporate Responsibility Committee as a standing committee of the Board, as a reflection of our commitment to ensuring our Board’s sufficient fluency in climate risk and embedding sustainability and corporate responsibility as an integral part of our business strategy for long-term value creation. This committee is dedicated to the oversight of Sustainability Matters. The Governance Committee of the Board, meanwhile, continues to be responsible for the oversight of our corporate governance policies and practices.

The Sustainability & Corporate Responsibility Committee is comprised solely of independent directors and is responsible for overseeing and reviewing our programs, policies, risks and initiatives with respect to all Sustainability Matters not otherwise overseen by the other committees of the Board. These duties include reviewing and providing input on our strategy, goals and integration of Sustainability Matters into strategic and tactical business activities across the Company including our plans for transitioning our business model to a low carbon economy. The committee is also responsible for monitoring our progress against the goals and targets we establish and reviewing disclosures regarding our position, approach and reporting of Sustainability Matters, such as our sustainability report. Our Board’s governance structure for the oversight of Sustainability Matters is reflected below and described in the “Corporate Governance” section beginning on page 14 of this proxy statement.

BOARD OF DIRECTORS
GOVERNANCE COMMITTEE Oversight and review of governance practices and policies			SUSTAINABILITY & CORPORATE RESPONSIBILITY COMMITTEE Oversight and review of Sustainability Matters		AUDIT COMMITTEE Monitors and reviews our compliance with laws, regulations and our Code of Conduct
	SUSTAINABILITY MANAGEMENT COMMITTEE Identifies, develops and drives the implementation of our strategy and objectives with respect to Sustainability Matters

Our Environmental Stewardship

We believe that environmental stewardship is at the core of our business. As such, we must continuously seek to identify opportunities to make a positive contribution to protecting our environment and reducing the impact of our global operations. We are committed to doing our part by reducing emissions in our own operations and collaborating with our customers, suppliers and other stakeholders to reduce carbon emissions throughout our value chain.

An area where we believe we can have the greatest impact on advancing the low-carbon energy transition is through working with our suppliers and expanding our portfolio of products and services to provide customers with greater access to sustainably sourced energy and other lower carbon solutions. As a trusted strategic partner, our customers and suppliers depend on us to provide cost-effective, innovative solutions for their complex energy and logistics needs throughout the globe. That is why we have been working diligently to develop sustainability solutions and offer renewable energy and sustainable fuel products and services to support our customers in managing their energy needs, while reducing their environmental impact on the planet. We have also engaged with a number of industry participants to support initiatives aimed at reducing carbon emissions in the aviation, land and marine transportation industries and enabling a successful transition to sustainable fuels and carbon-neutral activities for the long term.

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Highlights of “Our Environmental Stewardship” Programs and Efforts

	REDUCING GREENHOUSE GAS (GHG) EMISSIONS

We have focused on promoting the use of sustainable and renewable fuels in the aviation, marine and land transportation industries where we operate. As a member of the Coalition of Sustainable Aviation Fuel (SAF), for instance, we are a strong supporter of the business aviation industry’s goal to reduce carbon emissions by 50% by 2050. In 2015, we entered into a multi-year agreement with Gulfstream Aerospace Corporation to provide the company with a constant supply of SAF. As of October 2020, we have delivered more than 1.2 million gallons of SAF under this agreement (which currently runs through April 2025) in support of Gulfstream’s sustainability journey. According to Gulfstream, it has used a portion of the SAF provided to fly more than 650 flights with an SAF Jet-A fuel blend, which it estimates has reduced the carbon emissions for these flights by approximately 1,700 tons. The remainder of the SAF was delivered to the Gulfstream’s California facilities for company and customer use. In 2018, we received Gulfstream’s Supplier of the Year Award for our continued investment in the company’s environmental sustainability journey.

	ENHANCING SUSTAINABILITY PRODUCTS AND SERVICES

As an energy management company, we have focused on investing in and expanding our portfolio of sustainability products and services across the energy product spectrum to help our customers achieve their sustainability goals. Through our World Kinect Energy Services business, we have been developing renewable energy solutions, alternative fuel sources, and energy efficiency measures to lessen customers’ environmental impact and reduce their carbon footprint. Throughout 2020, we worked to support our global customers in achieving their renewable energy targets by expanding our renewable energy certificate offering beyond Europe and North America into Latin America and Asia. We also invested in growing our renewable energy consultancy offering. We can now help our customers navigate the different options for renewable energy direct investments across Europe, North America, and Australia.

In November 2020, we also expanded our sustainability solutions in our aviation segment with an enhanced carbon offset offering that makes it easier for flight departments (FDs) and fixed-base operations (FBOs) to meet their carbon emission targets. Our Carbon Offset Fuel (COF) program allows FBOs and FDs to combine jet fuel with carbon offsets at the time of purchase and fulfill through a simple process of measurement and reporting by the FBO or FD. World Kinect then purchases and retires the carbon offsets on their behalf. Our FBO Network members can either use a periodic self-reporting process or utilize an automated reporting feature in our FBO software offerings Total Aviation Software, avPOS, TotalFBO, and fbo360.

The software reporting feature allows FBOs to offer their customers carbon offsets at the time of fueling. COF volume is captured within the software and automatically transmitted to us so that we can calculate the applicable carbon emissions. We then purchase the carbon offsets required to make that particular flight carbon neutral. We have created similar carbon offset programs for our customers in our land and marine segments and are continuing to invest in expanding these programs to support our customers in their own path to a low carbon world.

MAKING OUR OPERATIONS CARBON NEUTRAL FOR 2019

With respect to our own operations, our current focus has been on improving energy efficiency and reducing our greenhouse gas (“GHG”) intensity. In 2019, we embarked on the path to better defining our sustainability goals by establishing the baseline carbon footprint of our global operations. For our initial carbon footprint, we focused on gathering the data on our global scope 1 and scope 2 GHG emissions for 2019. While our operations span the globe in terms of reach, as a distributor of fuels and provider of related products and services, our 2019 GHG emissions principally came from the operation of our fuel transportation vehicles in the United States and the United Kingdom, as well as vessels we use to transport marine fuels and other products to our customers in certain countries. Once we established our 2019 carbon footprint baseline, we reviewed the results and determined that we would take immediate action to make our company carbon neutral. We began by designing a comprehensive renewable energy and carbon offset program to make the scope 1 and 2 emissions from our operations net zero for 2019, while we continue to seek out opportunities to reduce our carbon emissions over the next five years. In achieving this important milestone of carbon neutrality for 2019, we matched the electricity consumption of our global operations with renewable energy, thereby effectively reducing our scope 2 emissions to zero. We chose to source high-quality renewable energy certificates originating from the areas where we operate globally, including renewable energy attributes listed on our Track my Electricity™ platform. Additionally, by sourcing our renewable energy through our Track my Electricity™ platform, we were also able to support a direct impact project to bring the life-changing benefits of renewable energy to remote, energy-poor areas of Nepal.

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Our People

The passion and expertise of our people differentiate us. We firmly believe the power of our differences fuel innovation and investing in our people is of upmost priority. We strive to provide our employees with an environment where they can learn and grow, build their careers, take care of their families and support their communities. Our comprehensive approach to serving our workforce includes our commitment to diversity and inclusion, as well as our employees’ growth and development, health and safety, and overall well-being.

Health and Safety

As a global energy supply and logistics company, we are committed to doing the right thing in all that we do and we continually seek to protect the health and safety of our employees, contractors, customers, suppliers and the communities in which we operate. We play a leading role in promoting best practices within the transportation industry and are closely involved in developing, setting, and maintaining health, safety and environment (“HSE”) industry standards. We have also established a set of “Rules to Live By” to help strengthen our existing Integrated Management System and drive appropriate safety behaviors and practices, which specify certain behaviors that we believe are vital to preventing workplace incidents. These zero-tolerance rules are designed to ensure the safety of our employees, contractors, customers, suppliers and communities around the world.

In addition, in response to the COVID-19 pandemic, we implemented our business continuity and emergency response plans in alignment with mandates from local authorities. To ensure the safety of our employees who are continuing to work through the pandemic, we provide instructions and regular updates on how to work safely in the COVID-19 environment. We also provide protective wear and additional training for our employees working in our on-site fueling and trucking operations and have elevated our cleaning protocols for our offices, facilities and equipment. We have also been maximizing remote work throughout our global offices and wherever possible, our employees are collaborating virtually with our customers, suppliers and each other using the information-sharing tools and technology that we have invested in during the last several years.

Diversity and Inclusion

Our goal has always been to cultivate an environment of trust and mutual respect, where all employees have an equal opportunity to contribute, perform and succeed. We are focused on embedding diversity and inclusion throughout our company to build a unique blend of cultures, backgrounds, skills and beliefs that mirror the world we live in. To this end, we have developed a multi-pronged strategy that includes new recruiting programs and hiring protocols, unconscious bias training and tools that help company leaders monitor our progress on diversity goals. We believe our initiatives to hire and develop minorities, women and veterans, for instance, are fundamental to achieving our goal of attracting, developing and retaining the most qualified talent. Additionally, through virtual platforms like our 'Belonging@WFS', we provide opportunities for networking and collaboration, where those who collectively contribute to our success—our people — can freely exchange ideas and foster a community of inclusion.

Employee Development and Well-Being

Investing in our employees is a top priority and we continually strive to provide an environment that promotes learning, growth and development to maximize our people’s potential. We place a high degree of focus on growth in position and career enhancement paths for our employees by providing professional development opportunities and cultivating a diverse talent pool. We offer competitive compensation comprising of salaries, incentive bonuses, various forms of equity awards, and comprehensive benefits packages in each of our locations worldwide.

We are also committed to supporting the health and well-being of our employees and their families, as we believe that the key to successful business operations is a healthy and competent workforce. We have identified a strong connection between employee well-being and the safety of business operations. Accordingly, we are devoted to supporting employee well-being in all dimensions, which goes beyond their physical well-being and includes support for emotional, financial and social well-being. It is a holistic approach which provides support and resources that empower our employees and their families to embrace a healthy lifestyle and we have launched various programs to build a global culture that promotes and celebrates employee health and well-being in our locations worldwide.

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Our Community

We strongly believe that we can play a positive role in the communities in which we operate. As a signatory to the UN Global Compact, we endeavor to implement its key social principles, including the protection of employees, respect for individual rights, and engagement with local communities. We also respect the rights and dignity of all people and are committed to preventing modern slavery in our operations and supply chains.

Our commitment to human rights is embodied in our corporate values and our policies and processes. We are a strong advocate of various human rights initiatives, such as the UN Declaration of Human Rights, and comply with national and multinational efforts to enforce labor protections and individual rights, such as the United Kingdom Modern Slavery Act. We have various policies, procedures and public statements in place that support these principles, many of which have been translated into multiple languages, including our Code of Conduct, Anti-Corruption Policy and Business Partner Code of Conduct.

As a global company, we are also dedicated to being a good neighbor and a charitable partner in the local communities where we conduct our operations. We are committed to creating a positive impact, encouraging our employees to support the communities in which they live, and engaging with and supporting charities in all aspects of society.

Highlights of “Our Community” Programs and Efforts

	MILITARY VETERANS

We deeply value the men and women who serve our nations throughout the world. Not only do we support armed forces through our global business operations, we are also committed to increasing our engagement and recruitment of military veterans, reservists, guards and their spouses as they transition out of their military careers. We aim to help them grow their careers in a variety of areas including transportation, logistics, operations and sales. We have partnered with Hiring our Heroes, Military.com and other military-focused organizations to create awareness and to develop a pipeline of candidates for roles within our own operations, as well as those of our business partners where possible. To support this effort, we have enhanced our technology platform to facilitate communication and networking with military applicants and provide additional support to our hiring managers through ongoing training and military skills translation tools. We understand that successful military hiring programs do not end at the job offer, which is why we are dedicated to ensuring a welcoming environment, providing onboarding support and mentorship, specific military recognition programming and ongoing self-identification campaigns.

	CHARITABLE WORK

Each year we contribute to our local communities through giving our time and financial contributions to many local and global institutions and organizations. Some of the charities in which we have participated recently include:

In addition to these annual contributions, throughout 2020 we focused on charitable giving to help the people in most need as a result of the hardships brought on our local communities and many across the globe by the health and economic challenges from the COVID-19 pandemic. Specifically, we made contributions to local organizations providing meals and other assistance to frontline workers, as well as workers in the local industries most directly impacted by the pandemic, such as the healthcare and restaurant industries.

During the holiday season, we partnered with the local Red Cross to provide holiday gifts to over 100 children of female veterans in Miami. We also donated any funds that we would have otherwise used to host holiday and year-end gatherings to support global organizations selected by our employees providing global assistance in response to the COVID-19 pandemic, such as UNICEF, Heart to Heart International and the Singapore General Hospital Health Development Fund.

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Board’s Role in Risk Oversight

The role of the Board is to understand the nature of the material risks we face and, based upon the information brought to its attention by management and our risk management processes, policies and procedures, evaluate whether such processes, policies and procedures are reasonably designed to respond to and mitigate the risks we face. Throughout the year, the Board and its committees receive periodic reports from our management identifying and explaining key areas of risk applicable to us and an explanation of the processes, policies and procedures in place to monitor and assess those risks.

The Board and each of its committees oversee the risks pertaining to their principal areas of focus as described in the table below. Each committee ensures that the risks pertaining to their principal areas of focus are reported to the Board as appropriate.

BOARD OF DIRECTORS

Considers strategic and operational risks associated with the annual operating plan and other current matters that may present material risks to our operations, plans, prospects or reputation and risks associated with acquisitions.

MANAGEMENT

Management is responsible for the enterprise risk assessment process and the day-to-day management of risks.

During 2020, the risks associated with the COVID-19 pandemic were regularly discussed with the full Board, as well as each of the Board committees, as appropriate. Our management has provided, and continues to provide, regular updates to the Board on our company’s actions related to the pandemic, including health and safety protocols, business continuity, technology, cybersecurity and demand for our products and services, as well as other strategic, operational and financial risks associated with pandemic. Please see the “Risk Factors” section of our 2020 Annual Report on Form 10-K for additional information about these risks.

Periodically, we also perform risk management assessments, both in specific areas of our business or on an enterprise wide basis. The principal purposes of these assessments are to:

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The results of these risk assessments are regularly communicated to the Board. In addition, each year management conducts, and the Compensation Committee oversees, a risk assessment of our compensation policies and practices with respect to all employees, including NEOs. The employee population is segmented into groups based on commonalities across their reward programs. Each program is then evaluated using the key design features of the program and the applicable risk mitigation features that exist in such programs. Once the assessment is completed, management reviews the assessment data, methodology and findings with the Compensation Committee. A key goal of this process is to ensure that there are controls in place to (i) safeguard us from unwarranted exposure to particular risks that individual employees might choose to take and (ii) avoid any inadvertent incentives for employees to take inappropriate business risks by making decisions that may be in their best interests but not in the best interests of our shareholders.

Code of Conduct

All of our employees, officers (including our principal executive, financial and accounting officers) and directors are held accountable for adherence to our Code of Conduct. Our Code of Conduct is designed to help us meet our responsibility of conducting our business in compliance with laws and good ethical practice. Our Code of Conduct is available in multiple languages on our website at www.wfscorp.com, either by clicking on About Us and then Ethics & Compliance, or by clicking on Investor Relations and then Corporate Governance. We intend to disclose any substantive amendments to our Code of Conduct and any waivers with respect to our Code of Conduct granted to our principal executive, financial and accounting officers on our website at www.wfscorp.com. We have also established a separate Business Partner Code of Conduct outlining our standards and expectations of our suppliers and other business partners, which can also be found in the Investor Relations section of our website.

Review and Approval of Related Person Transactions

Related person transactions can create actual or potential conflicts of interests and can create the appearance that certain decisions may not be in the best interest of us or our shareholders. Therefore, our Board has adopted a written policy with respect to related person transactions. It is our policy that, as a general matter, we should avoid related person transactions except in circumstances where the transaction is consistent with our best interests, such as obtaining products or services that are not readily available from alternative sources or when the transaction meets the standards that apply to similar transactions with unrelated third parties.

For purposes of our policy, we review all of the following relationships and transactions between us and:

Pursuant to our policy, the Governance Committee will review any transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000, and in which any related person had, has or will have a direct or indirect material interest. The foregoing rule will not be applied to those transactions exempt under Item 404(a) of Regulation S-K, such as the employment of an executive officer or compensation of a director if such executive officer’s or director’s compensation is required to be, or otherwise would be required to be, reported under the SEC’s compensation disclosure requirements, any transaction with another entity where the related person’s only relationship is as a beneficial owner of less than 1% of that corporation’s publicly traded securities, or any transaction where the related person’s interest arises solely from the ownership of our common stock and where all shareholders received the same benefit on a pro rata basis (e.g. dividends).

In addition, the Governance Committee has determined that the following types of transactions, which involve ordinary course business transactions shall not be deemed to create or involve a direct or indirect “material” interest for a Related Person, even if the aggregate amount involved exceeds $120,000: (1) a transaction in which the related person’s interests arises solely based on his or her position as an employee or executive officer of the other entity and (i) the related person was not involved in the transaction, (ii) the transaction was entered into in our ordinary course of business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated persons, and (iii) the transaction does not involve the greater of $500,000 or 2% of the recipient’s total annual revenues and (2) any charitable contributions if the related person’s interest arises only from (i) the person’s or the person’s immediate family member’s position as an employee (other than an executive officer) or other position that does not involve policy-making decisions or (ii) the person’s or person’ immediate family member’s position as an executive officer or director and the aggregate amount involved does not exceed the lesser of $1,000,000 or 2% of the charitable organization’s total annual receipts.

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If the Chair of the Governance Committee determines that a proposed transaction is a related person transaction, it will submit the proposed transaction to the Governance Committee for approval or ratification. The Governance Committee will analyze the following factors, in addition to any other factors the Governance Committee deems appropriate, in determining whether to approve a related person transaction:

The Governance Committee will only approve or ratify related person transactions that are consistent with our best interests and those of our shareholders. The Governance Committee’s approval is not a directive to enter into the related person transaction, rather it is evidence that the committee does not object to the transaction based on relatedness issues. The Governance Committee will regularly review any ongoing related person transactions to determine whether it remains in our best interests and those of our shareholders to continue, modify or terminate the transactions.

There were no reportable transactions in 2020.

Director Compensation and Ownership Guidelines

Director Fees Earned or Paid in Cash

Non-management directors earn fees for their services that are paid in cash on an annual basis. If a non-management director does not serve a full year in a position, such fees are paid on a pro-rated basis. The current fee structure for our non-management directors serving during the 2020-2021 term is as follows:

Our non-management directors are also reimbursed by us for their travel, food, lodging and related expenses incurred in connection with attending Board, committee and shareholder meetings, as well as continuing education programs.

Equity Awards

In 2020, the Board granted each non-management director $150,000 worth of restricted stock units (“RSUs”) for board service and to each member of the Governance Committee, an additional $10,000 in RSUs as the fee for service on the committee. In addition, the Chair of each committee was also granted $5,000 in RSUs as a portion of their fee for serving as Chair, provided, however, that where a director served as Chair of more than one committee or subcommittee, only one additional $5,000 equity grant was made. The RSUs vest on the earlier of: (i) the day prior to the Annual Meeting that next follows the grant date or (ii) one year from the grant date. Upon vesting of the RSUs, 100% of the underlying shares will be issued. Our 2020 Omnibus Plan and the proposed 2021 Plan include limits on equity awards that may be granted to non-management directors.

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For the 2020 – 2021 term, each non-management director received 6,726 RSUs other than Mr. Stebbins, who does not serve on the Governance Committee and therefore, he received 6,306 RSUs. Furthermore, each of Messrs. Bakshi, Benitez, Manley and Roddenberry received an additional 210 RSUs for their service as Chair of a committee. As noted above, although Messrs. Bakshi and Benitez each serve as Chair of more than one committee or subcommittee, they only received one equity grant for their service as Chair. Upon joining the Board in February 2020, Ms. Cherwoo was also granted 1,590 RSUs, representing her pro-rated fee for service on the Board and Governance Committee during the 2019-2020 term, all of which vested the day prior to the 2020 Annual Meeting of Shareholders.

The table below summarizes the compensation paid by us to our non-management directors for services rendered during 2020. Directors who are employed by us do not receive additional compensation for serving as directors.

2020 Director Compensation Table

Director Stock Ownership Guidelines

After joining the Board, each non-management director is required to accumulate ownership in our common stock over a five-year period of at least five times their annual fee for service on the Board, or $425,000. All of our non-management directors, with the exception of Ms. Cherwoo, who joined the Board in February 2020, have achieved stock ownership levels in excess of the amount required. Vested RSUs and stock units that a director has elected to defer until retirement are included in the calculation of whether the minimum ownership requirement has been achieved.

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The following table sets forth certain information with respect to our current executive officers and lists their current titles. A summary of the background and experience of Messrs. Birns, Smith, Crosby, Rau and Lake are set forth in the paragraphs following the table. The background and experience of Mr. Kasbar is described above in the section titled “Proposal No. 1—Election of Directors.” All executive officers serve at the discretion of the Board.

IRA M. BIRNS has served as our Executive Vice President and Chief Financial Officer since April 2007. From August 2004 to March 2007, Mr. Birns served as Vice-President and Treasurer and Vice President-Investor Relations of Arrow Electronics, Inc., a NYSE company and electronics distributor. From May 2002 until August 2004, he served as Vice President and Treasurer of Arrow Electronics, Inc. Prior thereto and from 1996, he served as Treasurer of Arrow Electronics, Inc. He was Assistant Treasurer of Arrow Electronics, Inc. from 1989 to 1996. Mr. Birns is a member of the Board of Trustees of the New World Symphony of Miami, Florida.

JEFFREY P. SMITH has served as our Executive Vice President and Chief Operating Officer since October 2017. Previously, he served as Chief Information Officer of International Business Machines Corporation (“IBM”) from August 2014 through May 2017, where he was responsible for global information technology (“IT”) operations, including provisioning and management of all computing devices and all software solutions required to run IBM, such as customer relationship management for sales and service and enterprise resource planning for financials and manufacturing. Prior to joining IBM, Mr. Smith served as Chief Executive Officer of Suncorp Business Services, part of Suncorp Group Limited, from July 2010 to August 2014, and Chief Information Officer from March 2007 to July 2010. While at Suncorp, Mr. Smith was responsible for the Group’s technology, analytics, real estate, finance, procurement, and customer relationship, IT and business process outsourcing operations. With more than 30 years of corporate experience, Mr. Smith has also held senior executive roles in a number of companies including Telstra Corporation and Honeywell.

MICHAEL J. CROSBY has served as our Executive Vice President of Global Land since March 2016. Previously, he served as our Executive Vice President of Land Americas since April 2015. From January 2014 to March 2015, Mr. Crosby was the Chief Operating Officer of Next Generation Energy Logistics, a private equity-backed fuel and lubes distribution business, where he was instrumental in raising capital and executing the company’s acquisition and consolidation strategy. Prior to that, from June 2011 to July 2013, Mr. Crosby served as President of Maxum Petroleum, Inc.’s industrial business, including the marine and rail segments, and as President, Commercial Fuel & Lubricants of SC Fuels Trading, LLC from July 2013 to December 2013 following its acquisition of Maxum Petroleum. From January 2009 to December 2010, Mr. Crosby served as Chief Executive Officer of Highlands Override Inc., a new business venture owned by Irving Oil Corporation, a company specializing in finished energy products. From June 2004 to December 2008, Mr. Crosby served as Chief Operating Officer at Irving Oil Corporation, prior to which he was its Chief Resource Officer from November 1999 to May 2004.

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Information Concerning Executive Officers

JOHN P. RAU has served as our Executive Vice President of Global Aviation and Marine since March 2016. Previously, he served as our Executive Vice President of Aviation from April 2014 and as our Senior Vice President of Aviation Americas from October 2011 to April 2014. From July 1995 to October 2011, Mr. Rau served as Managing Director at American Airlines, where he was responsible for the purchase and management of jet fuel, utilities, deicing fluids, and transportation, as well as management of American’s supplier diversity program. From January 1987 to July 1995, Mr. Rau served as Manager of Fuel Supply and Trading at United Airlines. Prior to that, he served as United Airlines’ Operations Manager from January 1987 to November 1988. From May 1985 to January 1987, Mr. Rau was a Supply, Marketing and Distribution representative for Koch Industries.

R. ALEXANDER LAKE, JR. has served as our Executive Vice President, Chief Legal Officer and Corporate Secretary since March 2017. Previously, he served as our Senior Vice President, General Counsel and Corporate Secretary since May 2010 and as our General Counsel and Corporate Secretary from January 2004 to May 2010. Prior to joining us, Mr. Lake served as Assistant General Counsel of America Online Latin America, Inc., a leading interactive service provider in Latin America. Prior to that, from September 1996 to January 2001, Mr. Lake served in private practice as a corporate attorney with the law firms of White & Case, Winston & Strawn and Curtis Mallet-Prevost, Colt & Mosle.

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This Compensation Discussion and Analysis is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, and the 2020 compensation of our named executive officers, or NEOs. As discussed in Proposal 2 of this proxy statement, we are conducting a Say-on-Pay vote this year that requests your approval, on a non-binding advisory basis, of the compensation of our NEOs as described in this section and in the tables and accompanying narrative contained below under “Executive Compensation”. To assist you with this vote, you should review our compensation philosophy, the design of our executive compensation programs and how we believe these programs contribute to our financial performance and the achievement of our long-term strategy.

For 2020, our NEOs were:

Executive Summary

Principles of our Compensation Program

Our compensation program is designed to attract and retain executives and motivate them to deliver strong financial results. We structure our compensation program to directly align our compensation levels with current and future performance that creates value for our shareholders, employees, customers and other stakeholders. As a result, a significant percentage of the total target compensation for our NEOs in 2020 was a combination of short- and long-term performance-based equity awards such that the ultimate realizable value would be highly contingent upon our future operating results and stock price.

For 2020, the portion of the total target direct compensation that was variable or “at-risk” for our Chief Executive Officer was 86% and averaged to 73% for our other NEOs, reflecting our commitment to linking compensation to Company performance and strategy.

TARGET COMPENSATION MIX

Chief Executive Officer	Average of Other NEOs

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Compensation Discussion and Analysis

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Compensation Discussion and Analysis

2020 Compensation Highlights

Say-on-Pay Vote and Shareholder Engagement

At our 2020 annual meeting of shareholders, we sought and received approval from approximately 95% of votes cast (excluding abstentions), on a non-binding, advisory basis, of the 2019 compensation of our NEOs. We regularly engage with our shareholders to better understand their perspectives on our compensation programs. As discussed above under “Shareholder Engagement” on page 15, during 2020 we interacted with 15 of the 25 largest holders of our common stock, representing approximately 55% percent of our shares outstanding. In the past, shareholder feedback has led to changes to our incentive compensation program, such as modifying our long-term incentive compensation program to enhance predictability and shareholder alignment in our total direct compensation for the NEOs each year through the adoption of annual grants of equity with multi-year performance periods as well as adopting additional performance metrics.

Executive Compensation Philosophy and Objectives

Pay for Performance Alignment

A guiding principle of our compensation philosophy is that the compensation of our NEOs should be closely linked with, and reasonable in relation to, the level of shareholder value created through the Company’s financial, operating and strategic performance. The Committee believes that incentive compensation, particularly equity-based awards, together with stock ownership and retention guidelines are effective methods for motivating our executives and aligning their interests with those of our shareholders.

Performance Metrics Aligned with Value Creation

Consistent with our objective of rewarding shareholder value creation, we select performance metrics that we believe, if achieved, will translate into strong financial performance both in the short- and long-term, thereby resulting in higher share prices. As a result, we principally use annual financial metrics, such as growth in our adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) to reward our NEOs. Our long-term incentive financial metric consists of three-year growth in earnings per share (“EPS”) and beginning in 2019, as modified by our return on invested capital (“ROIC”). In addition, to a lesser extent, we reward the NEOs’ achievement of individual objectives aligned with our strategic goals and which the Committee believes will drive long-term benefits and sustainable value. Due to the variability of business conditions within the industries in which we operate, we believe it is important that our compensation program be designed to measure and reward short-term and multi-year performance.

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Compensation Discussion and Analysis

Ensuring Retention and Continued Engagement through Multi-Year Vesting Requirements

In order to promote retention of our NEOs and provide further incentive for creating shareholder value, we believe our NEOs should be required to provide services over multi-year periods in order to vest in equity-based awards. Consequently, all of the equity awards granted to our NEOs in 2020 vest over a three-year period.

Strong Compensation-Related Corporate Governance Policies

To ensure continued alignment of compensation with Company performance and the creation of shareholder value without encouraging excessive risk-taking, our Committee has adopted strong compensation-related corporate governance policies, including the following:

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Compensation Discussion and Analysis

The Compensation-Setting Process

Annually, the Committee reviews and assesses:

The Committee also reviews a detailed historical compensation analysis to ensure that it is fully informed of all the compensation and benefits each NEO has received as an employee of the Company. This analysis includes information such as the aggregate amounts realized from prior years’ compensation, the potential future payout scenarios at various levels of achievement taking into account any outstanding unearned performance-based awards, and the current value (as compared to the grant date fair value) of outstanding equity awards and of each NEO’s shareholdings in the Company (what some commentators call an “accumulated wealth analysis”). However, the Committee does not specifically use the accumulated wealth analysis as a material factor in determining the NEO’s compensation for a given year.

The Committee strongly believes that:

The Committee’s compensation setting process is subjective in that it involves the exercise of discretion and judgment. While the Committee will review detailed financial models showing variations in compensation at differing levels of achievement, the Committee does not rely on a fixed formula but rather, it establishes the compensation packages based on the Committee’s judgment as to what it believes is reasonable in relation to the levels of shareholder value created at each level of Company performance and the achievement of other strategic or operational objectives. The Committee also considers the recommendations of our Chief Executive Officer with respect to setting the compensation of our other executive officers.

Evaluating Compensation Program Design Using Compensation Comparison Companies

We believe our business model is unique and that there are few, if any, companies of a similar size and complexity engaged globally in our same lines of business. However, to ensure that the Committee has a comprehensive view of market trends in executive compensation, the Committee has approved a group of compensation comparison companies that reflects multiple aspects of our complex business model and it uses this group to benchmark our executive compensation program. In forming the group, the Committee considered companies in the industry sectors listed below, taking into account their relative financial size (with a specific focus on net income and market capitalization), while maintaining a reasonable expectation that these companies will have some consistency in terms of ongoing industry sector membership.

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Compensation Discussion and Analysis

The Committee used data derived from the compensation comparison companies group shown below to inform its decisions about NEO compensation including amounts, design and mix of pay components. For 2020, the Committee maintained the same compensation comparison companies group as was utilized in 2019.

Although the Committee believes comparison compensation and performance data can be useful, the Committee does not believe that any comparison group company, whose composition is based solely on our industry classification, revenues, net income and/or market capitalization, is fully reflective of the markets in which we compete for talent. Consequently, the Committee does not set the executives’ target total direct compensation, or any of the target components of such compensation, at any specific percentile of the comparison group. Rather, it considers, as part of the overall compensation discussion, base salary, as well as the target and actual short- and long-term incentive compensation of the NEOs against the 50^th percentile of the comparison group.

Independent Compensation Consultant

In connection with the setting of 2020 executive compensation, the Committee engaged and received advice and assistance from Compensation Strategies, Inc. (“Compensation Strategies”), its independent compensation consultant. Compensation Strategies provides services solely to the Committee and reports directly and exclusively to the Committee. The Committee has assessed the independence of Compensation Strategies pursuant to SEC and NYSE rules and the guidelines of its Charter and concluded that Compensation Strategies’ work for the Committee does not raise any conflict of interest and that it is independent.

For 2020, Compensation Strategies provided assistance to the Committee as follows:

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Compensation Discussion and Analysis

Elements of Compensation

The Committee uses a variety of compensation elements to establish individual compensation programs for each of our NEOs. The table below sets forth the compensation elements that the Committee uses in its programs and the objective of each of these elements.

In addition to the compensation elements set forth above, the Committee may grant additional equity awards, including sign-on awards, special retention awards or other discretionary awards from time to time. The Committee uses these awards to attract, reward, incentivize and retain key executives that it believes are integral to our overall long-term success, as well as to promote business continuity, drive achievement and growth and ensure proper focus on achieving our long-term strategic objectives.

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Compensation Discussion and Analysis

2020 Compensation Program

Overview

The Committee used each of the compensation elements described above to establish the 2020 executive compensation programs for our NEOs and determined the amounts that could be earned for each of these elements in accordance with our pay-for-performance philosophy. Base salary was the only fixed portion of the NEOs’ total direct compensation. The remainder of the compensation for our NEOs was variable and designed to reward each of our NEOs for achieving: (1) specified levels of EBITDA, EPS and ROIC, and (2) strategic operational and organizational objectives that the Committee believes can contribute to sustainable growth over the long term.

For 2020, the Committee continued the use of targeted levels of EBITDA for the performance-based component of our annual incentive program. We define EBITDA as income from operations, excluding the impact of depreciation and amortization and adjusted for non-operational items as appropriate, such as those associated with acquisition-related charges and restructuring-related costs. The Committee decided that EBITDA was the appropriate metric as it is a better indicator of our business’ financial performance and is aligned with the metrics being provided to our investors as measurements of our current and future operational success. However, compensation for specified levels of EBITDA Growth in 2020 was weighted more heavily towards the performance of our core businesses and compensation for EBITDA Growth of our non-core business activities was limited and subject to a cap. Furthermore, in order to foster a culture of collaboration with a shared focus and commitment, the Committee determined that it would utilize EBITDA as the performance metric for all of our NEOs’ annual incentive programs in 2020, including Messrs. Crosby and Rau, who are primarily responsible for specific operating lines of sight.

The Committee also chose to continue its use of the PSP as a multi-year incentive compensation program that would serve as an overlay to the core annual compensation program and drive long-term growth in adjusted EPS (“EPS Growth”). Under the PSP, executives are granted an opportunity to earn a fixed-dollar target award of equity which is issued at the beginning of the three-year performance period. The PSP, granted in the form of RSUs for 2020, would be earned based on the level of EPS Growth achieved in 2022, the end of the three-year performance period, as modified by our ROIC to adjust, positively or negatively, the number of RSUs earned. The Committee believes that while EPS Growth reflects execution of our strategy to grow earnings, ROIC measures the efficiency with which our NEOs allocate capital resources to drive that growth, taking into account the quantity of earnings, the quality of earnings and investments that drive sustainable growth.

Base Salary

Base salary is the only fixed portion of our compensation program for our NEOs. The base salary for each NEO is based on various factors, including position, responsibility, experience, tenure and capacity for growth. In the beginning of 2020, the Committee reviewed the base salaries for our NEOs and determined to increase Mr. Kasbar’s salary from $900,000 to $1,000,000 to make his compensation more competitive with industry levels and to reflect his experience, tenure and contribution to the Company. However, due to the subsequent onset of the COVID-19 pandemic, Mr. Kasbar declined the salary increase.

Annual Incentive Program

The Committee’s design of the annual incentive compensation program is intended to promote investments in near-term and long-term growth opportunities, as well as motivate and reward annual performance. As such, the annual incentive program for each of Messrs. Kasbar, Birns, Smith, Crosby and Rau consisted of a mix of performance-based incentive awards based on annual EBITDA Growth as described above. Each NEO was also provided the opportunity to earn a strategic objective cash incentive award based on the individual’s performance against certain strategic operational and organizational objectives.

Performance-Related Incentive Awards – Company Profitability

In 2020, our performance-related annual incentive awards were structured so that they aligned all of our NEOs with a singular focus on driving growth in our core businesses and continuing to enhance operating efficiencies to improve scalability and reduce cost. Accordingly, each of our NEOs’ incentive compensation was based on growth in our EBITDA (“EBITDA Growth”) at the consolidated level, with a heavier weighting towards growth in our core businesses and the target set at stretch levels over the previous year. As in prior years, this incentive award was payable in cash and equity with the Committee establishing threshold levels at which each component would begin to be earned based on the EBITDA performance of our core businesses and, to a lesser extent, our non-core business activities. The Committee then established the amount of cash and equity that could be earned at the target and maximum performance levels.

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In March of the following year, the Committee determines the extent to which the level of EBITDA performance was achieved and thereafter the dollar value of any cash or equity earned by each NEO. In the event that EBITDA Growth falls anywhere between the specified performance levels, linear interpolation is applied to determine the appropriate payout. The amount of equity granted is calculated by dividing the dollar amount earned by the NEO for EBITDA Growth by the closing price of our common stock on the NYSE on the date of issuance in March of the year following the performance year. Once issued, the equity vests ratably in annual installments over the following three years, beginning on the first anniversary of the grant date. The Committee believes that awarding a portion of the annual performance-related incentive award in equity that vests over time once earned further aligns our NEO’s interests with the interests of our shareholders and encourages executive decision-making that maximizes value creation over the long-term and leads to share price appreciation.

In early 2020, the Committee established the following threshold, target and maximum opportunities for our performance-related incentive awards and the amounts that would be paid in cash and equity. As in prior years, the Committee chose to use RSUs for the equity portion of the annual performance-related incentive award rather than restricted stock based on tax considerations.

Bonus Opportunity – EBITDA

The Committee then determined the performance levels of EBITDA at which the performance-related incentive awards could be earned by our NEOs, beginning with our income from operations for our core and non-core business activities calculated in accordance with generally accepted accounting principles, or GAAP, excluding depreciation, amortization and adjusting for non-operational items to the extent deemed appropriate by the Committee.

The following total EBITDA performance levels for 2020 were set pre-pandemic and based primarily on growth in our core businesses over the previous year and our confidential operating plan. As discussed above, the payout at each level of performance was heavily weighted towards the financial performance of our core businesses, with the target level representing significant EBITDA Growth, while the maximum performance level was intended to be extremely challenging, representing extraordinary annual growth. The payout resulting from EBITDA Growth in our non-core business activities meanwhile, was limited and subject to a cap.

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Compensation Discussion and Analysis

Strategic Objective Incentive Awards

As part of the annual incentive program, the Committee also rewards NEOs based on the achievement of certain objectives that support key strategic and operational areas of focus for the year. The Committee sets the maximum cash incentive at the beginning of the year and determines in March of the following year the percentage of cash compensation that will be awarded based on each NEO’s individual achievement of their respective objectives.

For 2020, each NEO’s strategic objectives initially related to key Company initiatives in areas such as enhancing various end-to-end processes to drive efficiency and scalability, as well as further developing our talent management practices that drive our performance culture. However, shortly after the onset of the COVID-19 pandemic, these objectives were reset to better reflect our priorities in light of the crisis. The modified objectives were the same for all of the NEOs and focused on areas such as the health and safety of our employees, cost management, restructuring our operations to improve operational effectiveness, and enhancing our cash position and available liquidity.

For 2020, the Committee set the following maximum cash incentive for each NEO based on the Committee’s review of the objectives as whole and each individual NEO’s contribution to achieving those objectives.

Long-Term Incentive Program

As discussed above, the Committee used the PSP equity award in 2020 based on the achievement of adjusted EPS Growth during the three-year performance period ending in 2022, as modified by our ROIC, in order to incentivize long-term growth. These performance metrics align with our strategic focus of driving sustainable growth, efficiently using our available capital and increasing the value of our common stock for shareholders.

For 2020, the Committee reviewed the structure of the PSP program and concluded that it would return to utilizing RSUs as the form of equity granted rather than SSARs as it had done in the previous two years. After reviewing market data and in consultation with the Committee’s compensation consultant, the Committee also decided to increase the target level compensation under the PSP for certain NEOs to provide a total direct compensation opportunity in line with industry levels. The Committee determined the threshold, target, excellence and maximum EPS Growth levels for the 2020 – 2022 performance period based on our internal targets and confidential operating plan. The maximum performance was set at a level that could only be attained when applicable results are exceptional and justify the higher bonus payout.

The Committee believes that this layering approach to long-term equity (1) is consistent with the practices of our compensation comparison companies and the broader market and (2) provides executives a consistent and continuous incentive to focus on our long-term growth in EPS and to share in increases in our market value, while maintaining effective use of our capital resources. For 2020, the PSP opportunity and the target number of RSUs granted by the Committee to each of our NEOs is as set forth below.

Performance-based Share Plan

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Compensation Discussion and Analysis

The Committee then established the ROIC performance levels that would be utilized to adjust the number of RSUs that would be earned within the ranges set forth below in respect of the level of EPS achieved for the performance period. In the event that performance falls anywhere between the foregoing levels, linear interpolation is applied to determine the appropriate payout.

As additional incentive to drive shareholder value and further align his interests with that of our shareholders, the Committee also granted Mr. Kasbar service-based SSARs in March 2020 as part of his long-term incentive compensation program. The SSARs have a grant date fair value of $1,000,000 and an exercise price equal to our closing stock price on the date of grant. The SSARs vest on the third anniversary of the grant date and expire on the fifth anniversary of the grant date. For more information about these SSARs, see the “Grants of Plan-Based Awards” table below.

Determining 2020 Performance Results

In early March 2021, the Committee reviewed our financial performance for 2020 and the extent to which our NEOs achieved their strategic objectives. In determining how to address the impact of the pandemic on the 2020 executive compensation program, the Committee took into consideration its stated philosophy that compensation should align executives’ interests with those of shareholders and incentivize executives to take actions that are in our short- and long-term best interest. Furthermore, the Committee believed that its pay-for-performance philosophy required the use of a balanced approach to incentive compensation that took into consideration the enormous effort and operational excellence the NEOs demonstrated during the COVID-19 crisis.

In evaluating our 2020 financial performance, the Committee considered the significant impact the pandemic had on our customers and the overall global economy, which adversely affected our results of operations for 2020 in a manner that could not have been anticipated in the beginning of the year when the compensation targets were set. Despite these impacts on our business, the Committee determined that not paying any bonus in respect of the annual incentive program would not be appropriate given the extraordinary work done by the executives and all of our employees to guide the Company through the complex operating environment and significant challenges that arose throughout 2020.

In coming to this conclusion, the Committee acknowledged that the NEOs’ achievements during the year deserved recognition beyond the quantitative result implied by our financial performance in 2020. Specifically, the NEOs:

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Compensation Discussion and Analysis

Incentive Program		Metrics		Performance Results
Annual Incentive Program		Company Profitability – EBITDA Growth		The Company’s EBITDA Growth did not meet the threshold level of performance.
		Strategic Objectives		The NEOs had successfully accomplished substantially all of the specified objectives despite the challenging business conditions.
Long-Term Incentive Program		Adjusted EPS Growth

Annual Incentive Awards

Company Profitability.

The Committee reviewed our 2020 EBITDA performance and determined that our EBITDA Growth did not meet the threshold level of performance. However, the Committee believed it was appropriate to conduct a holistic assessment of management’s performance in 2020 based on the NEOs’ significant accomplishments despite the pandemic. After evaluating their performance, the Committee decided, in consultation with its compensation consultant, that the NEOs were deserving of a payout higher than the formulaic results of the incentive award.

Accordingly, the Committee exercised discretion and determined that the EBITDA performance related incentive award would pay out at 40% of target, with half of such amount payable in cash and the remainder payable in the form of RSUs, subject to ratable service-based vesting over a three-year period. The Committee believes this payout is reasonable when weighing the impact of COVID-19 on our financial performance in 2020 with the exceptional achievements of the management team despite the challenges arising from the crisis.

Accordingly, our NEOs received the following payouts under the cash and equity portions of the annual incentive awards:

Strategic Objectives.

The Committee also reviewed the NEOs’ actions in respect of the modified strategic objectives for 2020 and determined that the NEOs had successfully accomplished substantially all of the specified objectives despite the challenging business conditions. However, the Committee concluded that it would exercise negative discretion to payout the strategic objective cash incentive awards at 80%, such that Mr. Kasbar received $640,000, Messrs. Birns and Smith each received $240,000, and Messrs. Crosby and Rau each received $280,000.

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Long-Term Incentive Awards

The 2020 financial year was the final year of the three-year performance period for the PSP award granted to our NEOs in 2018 (the “2018 PSP”). The 2018 PSP had been issued in the form of performance-based SSARs and the exercise price of the SSARs was set at a fifteen percent (15%) premium to the closing price of our common stock on the date of grant. The Committee did not make any pandemic-related changes to the EPS Growth performance levels for the 2018 PSP.

In determining our EPS Growth for 2020, the Committee adjusted our EPS for non-operational items such as acquisition-related charges, restructuring-related costs, discrete tax items and gains or losses on business dispositions or extinguishment of debt. As a result, the Committee determined that EPS Growth had been achieved such that the NEOs would earn a payout equal to 71% of the target number of SSARs. However, taking into consideration the challenges facing the business, the Committee determined that it would exercise negative discretion and reduce the final payout to the threshold performance level at 50% of target as set forth below.

In addition, Mr. Smith had previously been granted a performance-based RSU award with a target grant date fair value of $1,500,000 in connection with his appointment as Executive Vice President and Chief Operating Officer in October 2017 (the “Smith Performance RSU”). The vesting of the Smith Performance RSU was based on the same three-year performance period and EPS Growth metrics applicable to the 2018 PSP. Accordingly, the Committee applied the same adjustments to EPS Growth as the 2018 PSP and exercised negative discretion to reduce the ultimate payout of the Smith Performance RSU to the threshold level of performance. See “Outstanding Equity Awards at Fiscal Year-End” beginning on page 54 of this proxy statement for additional information about these awards.

The Committee did not make any changes or adjustments to the performance levels required under the 2019 – 2021 PSP awards or the 2020 – 2022 PSP awards. Furthermore, since the three-year performance periods for these PSP awards have not yet passed, the Committee did not make a determination with respect to our EPS Growth for those awards.

Special Recognition Award

From time to time, the Committee uses special awards to recognize extraordinary performance not previously contemplated at the beginning of the compensation setting process. For 2020, the Committee considered Mr. Birns’ efforts in significantly improving our liquidity profile during the challenging and uncertain times brought on by COVID-19 through, among other things, successfully completing the sale of MSTS, managing our credit exposures to minimize losses, as well as restructuring certain of our financing facilities to provide more favorable terms. As a result, the Committee awarded Mr. Birns in March 2021 a one-time discretionary award of $200,000 payable in cash and $200,000 in the form of RSUs, which vest ratably in annual installments over a three-year period.

Employee Benefits and Executive Perquisites

We provide only standard employee benefits and limited perquisites to our NEOs. These are described below and reflected in the “2020 All Other Compensation” table and the accompanying footnotes. The total amount of employee benefits and executive perquisites provided to the NEOs during 2020 represents only a small percentage of each NEO’s total compensation and are comprised of those benefits which we believe are necessary to attract and retain executives. We believe that these benefits and perquisites are competitive in our industry and consistent with our overall compensation philosophy.

Retirement and Deferred Compensation

We maintain the World Fuel Services Corporation 401(k) Profit Sharing Plan, or our 401(k) Plan, to enable eligible employees to save for retirement through a tax-advantaged combination of elective employee contributions and our matching contributions. The 401(k) Plan allows eligible employees, including our NEOs, to elect to contribute a percentage of their eligible compensation on a pre-tax basis, up to the maximum dollar amounts permitted by law. In 2020, the maximum employee elective contribution to the 401(k) Plan was $19,500, plus an additional $6,500 for employees who were at least 50 years old in 2020. For 2020, we matched 50% of the first 6% of eligible compensation that each eligible participant elected to contribute to the 401(k) Plan.

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Compensation Discussion and Analysis

We do not maintain any pension, supplemental executive retirement plan or other defined benefit retirement plans for our NEOs. However, we do permit that our NEOs participate in the non-qualified deferred compensation plan, or NQDC, that we offer to other senior employees based in the United States (“U.S.”). As discussed under “Non-Qualified Deferred Compensation” later in this proxy, pursuant to the NQDC, participants may defer up to 75% of their base salary and up to 90% of any annual bonus, on a pre-tax basis, and an additional amount equal to any “excess contributions” that are refunded to them from the 401(k) Plan. We do not match any participant deferrals under the NQDC. During 2020, only Mr. Smith contributed to the NQDC.

In addition, Mr. Kasbar also has a deferred compensation balance which arose as a result of his prior employment agreement that provided that any bonus payable to him that would not be deductible under Section 162(m) of the Code (“Section 162(m)”) for the year earned would be deferred until a fiscal year in which it would be deductible. Payment of the deferred bonus would be made in all events in the year in which Mr. Kasbar’s employment terminates or the employment agreement expires. Any amount deferred in this manner is being credited with interest at the prime rate as published in the Wall Street Journal.

Other Benefits and Perquisites

Our NEOs are eligible for the same health and welfare benefits as are available to all our eligible employees during active employment. These benefits include medical, dental, vision, short- and long-term disability, term life insurance and accidental death and dismemberment coverage. Our NEOs also receive additional individual disability insurance coverage and are eligible for executive life insurance coverage. We pay the entire cost of coverage of the term life insurance and executive life insurance, as well as short-term disability for our NEOs, and for Messrs. Kasbar and Birns, a portion of the cost of coverage for medical and dental insurance. Additionally, Messrs. Kasbar, Birns, Crosby and Rau are provided with a country club membership to be used for business entertainment purposes and to facilitate business meetings. Mr. Smith was provided relocation services when he joined the Company in November 2017 and transitioned to our headquarters in Miami, Florida, which ended in 2020.

Agreements with Executives

Our Committee believes that it is important to protect our intellectual capital. However, we do not have an employment agreement with any of our NEOs except for Mr. Kasbar, which has been in place since 2008. Rather, our other NEOs are parties to severance agreements or participate in our executive severance policy that provide consideration for, and thus ensure the effectiveness of, important non-compete and other restrictive covenants and consulting obligations applicable under such arrangements following termination of employment. The Committee believes that these arrangements serve to encourage the continued attention and dedication of the executives to their assigned duties and mitigate the uncertainty and questions a potential change of control may raise among executives. The Committee also believes these arrangements are appropriate and necessary to attract and retain these executives.

Our Committee generally views the potential payments and benefits payable under a termination or change of control scenario as a separate compensation element because such payments and benefits are not expected to be paid in a particular year and serve a different purpose for the executive than other elements of compensation. Accordingly, those payments and benefits do not significantly affect decisions regarding other elements of compensation. See “Potential Payments upon Termination of Employment or Change of Control” beginning on page 56 of this proxy statement for a discussion of these arrangements and certain compensation and benefits that will be provided in the event of the termination of the employment of our NEOs.

Equity Grant Practices

Our equity grant policy provides that equity grants made to NEOs related to prior year performance will be effective on March 15 of each year. Retention, promotion and performance share awards are typically granted in March of each year on the 15th or 31st. Annual grants of equity awards to directors are made on the date that the director is elected or re-elected to the Board. Grants made to new hires or existing employees (excluding executive officers) are made effective on one of the following quarterly dates per year: February 10, May 10, August 10 and November 10.

Under the terms of the 2016 and 2020 Omnibus Plans, we are not permitted to cancel outstanding stock options or SSARs for the purpose of re-pricing or otherwise replacing or re-granting such options or SSARs with an exercise or conversion price that is less than the exercise or conversion price of the original stock option or SSAR without shareholder consent. We do not have a program, plan or practice of timing equity award grants in order to benefit our executive officers or in coordination with the release of material non-public information.

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Compensation Discussion and Analysis

Tax and Accounting Implications

Deductibility of Executive Compensation

Section 162(m) generally limits the U.S. federal income tax deduction for compensation paid to each of our NEOs to a maximum of $1 million in any calendar year (the “Deduction Limit”). For fiscal years prior to 2018, we were also permitted to deduct compensation to our NEOs in excess of the Deduction Limit (other than our Chief Financial Officer, who prior to 2018 was not subject to the Deduction Limit), if the compensation qualified as “performance-based” as defined under Section 162(m). To qualify as performance-based, certain pre-established objective performance goals or certain other conditions were required to be met. The Committee has generally sought to structure incentive awards for our NEOs in a manner that preserved the tax deductibility of the compensation under the performance-based exemption. However, with the enactment of the Tax Cuts and Jobs Act in December 2017, the performance-based exception was eliminated, other than with respect to payments made pursuant to certain grandfathered arrangements.

While the Committee considers tax implications as a factor in determining executive compensation, the Committee will continue to link pay with performance and consider other factors as noted above, including the long-term interests of our shareholders and other stakeholders. Accordingly, the Committee retains the flexibility to structure, where appropriate, compensation arrangements that are consistent with the goals of our executive compensation program, even if the awards are not deductible for tax purposes.

Accounting for Share-Based Compensation

Before granting equity-based compensation awards, the Committee considers the accounting impact of the award, including the compensation cost and the grant date fair value, as structured and under various other scenarios in order to analyze the expected impact of the award. We expense the cost of our NEOs’ equity-based compensation in accordance with the fair value method contained in the Financial Accounting Standards Board Accounting Standards Codification (FASB ASC)—”Compensation—Stock Compensation”.

Stock Ownership Policies

The Committee has adopted robust stock retention requirements and stock ownership guidelines to align the interests of our NEOs with those of our shareholders and ensure that the executives responsible for overseeing operations have an ongoing financial stake in the Company’s success.

Stock Retention Requirement

Our NEOs are required to retain at least 50% of any shares acquired (net of any shares that would need to be withheld or sold to satisfy any applicable income and employment taxes relating to the award) pursuant to any equity award granted after they become an executive officer for three years after the shares are delivered (or until the individual ceases to be an executive officer of the Company, if earlier). All our NEOs are in compliance with these retention requirements.

Stock Ownership Requirement

Our NEOs are subject to the stock ownership guidelines set forth below, which are expressed as a multiple of base salary determined by leadership level.

The stock ownership guidelines provide that executive officers must attain the applicable ownership requirement within five years of the date such individual becomes an executive officer. Equity vehicles that count towards compliance with the ownership requirement include: common stock, unvested time-based RSUs and the earned portion of performance-based awards. Unexercised stock options or stock appreciation rights, the unearned portion of performance-based awards and any shares of common stock that are pledged as collateral do not count towards the requirement.

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Compensation Discussion and Analysis

The Committee uses the three-year average closing stock price on the last trading day of each fiscal year to determine compliance and to manage against the risk of the NEOs falling out of compliance due to volatility in the stock price. The Committee has discretion to determine the penalties for non-compliance, including: requiring the payment of cash incentives in equity, instituting a higher equity retention requirement and reducing or eliminating incentive compensation. Furthermore, the Committee, in its discretion, may provide waivers, additional time to regain compliance or other appropriate relief on a case-by-case basis due to hardships, such as dispositions due to court-ordered domestic relations orders, or in the event of extreme volatility in the Company’s stock price. All of our NEOs are in compliance with the policy for 2020.

Our directors are also subject to stock ownership requirements as described on page 33 of this proxy statement under “Director Stock Ownership Guidelines.”

Derivatives, Hedging and Pledging Transactions

We prohibit our directors, executive officers, employees and their respective related persons from engaging in hedging or monetization transactions, or any transaction that hedges or offsets, or is designed to hedge or offset, any decrease in the market value of the Company’s securities, such as prepaid variable forward contracts, equity swaps, collars and exchange funds. We also do not allow our directors, executive officers, and employees to buy or sell publicly traded options based on our common stock or to engage in short sales of our securities. The purpose of these policies is to align the interests, including the economic risk of ownership, of directors, executive officers, employees and shareholders.

We also discourage our directors, executive officers and employees from holding our common stock in a margin account or pledging our common stock as collateral for a loan. Any directors or executive officers who wish to pledge shares must first obtain the prior approval of our Chief Legal Officer and the Governance Committee. As noted above, any shares pledged as collateral will not count towards any executive officer’s respective stock ownership requirement.

Compensation Committee Report on 2020 Executive Compensation

The Committee is responsible for establishing and administering the executive compensation programs of the Company. The Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement on Schedule 14A.

Ken Bakshi, Chairman
Richard A. Kassar, Member
Stephen K. Roddenberry, Member

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Summary Compensation Table

The following table summarizes the “total compensation” of our NEOs for the fiscal years ended December 31, 2020, 2019, and 2018 according to the rules promulgated by the SEC.

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Executive Compensation Tables

2020 All Other Compensation

Grants of Plan-Based Awards

The following table provides additional information about stock awards and equity and non-equity incentive plan awards granted to our NEOs during the year ended December 31, 2020.