8-KLeadership Changes

CORPAY, INC. 8-K Report, Executive Changes (Jul 24, 2026)

Filed July 24, 2026For Securities:CPAY

Summary

Corpay, Inc. (CPAY) announced on July 24, 2026, that its Compensation Committee approved special performance-based restricted stock unit (PSU) grants to key executives Ronald F. Clarke and Armando L. Netto on July 22, 2026. These grants, effective immediately, are designed to incentivize and retain these officers by directly linking a portion of their compensation to the company's stock price performance over a defined period. The PSUs vest based on specific stock price hurdles, with different thresholds requiring the closing stock price to reach or exceed $425.00, $450.00, and $475.00 on five separate trading days within the performance period ending August 31, 2028. This structure aims to align the executives' financial interests closely with those of Corpay's shareholders, encouraging actions that drive shareholder value.

Key Highlights

  • 1Special performance-based restricted stock units (PSUs) granted to executives Ronald F. Clarke and Armando L. Netto on July 22, 2026.
  • 2Grants are designed to align executive compensation with Corpay's stock price performance and aid in executive retention.
  • 3Mr. Clarke received 300,000 PSUs; Mr. Netto received 28,213 PSUs.
  • 4Performance period for vesting runs from July 22, 2026, through August 31, 2028.
  • 5Vesting is contingent on achieving specific stock price hurdles: $425.00, $450.00, and $475.00 on five separate trading days.
  • 6Achievement of each stock price hurdle allows for the vesting of a tranche of PSUs.
  • 7Awards are subject to the terms of the Company's Amended and Restated 2010 Equity Compensation Plan and individual award agreements.

Frequently Asked Questions

The primary purpose is to align the compensation of Messrs. Clarke and Netto with the company's stock price performance and to incentivize their continued service and retention during the specified performance period.

The PSUs will vest in tranches based on the closing stock price of Corpay's common stock equalling or exceeding $425.00, $450.00, and $475.00 on five separate trading days during the performance period.

The performance period began on July 22, 2026, and will conclude on August 31, 2028.

If the specified stock price hurdles are not achieved on five separate trading days within the performance period, the corresponding tranches of PSUs will not be earned or vested, and the executives will not receive those shares.