01—Abstract
Summary
Summary of the 8-K filed July 24, 2026. Cited figures are marked; the original filing is the authoritative source.
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 $425.00a, $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.
02—Key points
Key Highlights
- Special performance-based restricted stock units (PSUs) granted to executives Ronald F. Clarke and Armando L. Netto on July 22, 2026.
- Grants are designed to align executive compensation with Corpay's stock price performance and aid in executive retention.
- Mr. Clarke received 300,000 PSUs; Mr. Netto received 28,213 PSUs.
- Performance period for vesting runs from July 22, 2026, through August 31, 2028.
- Vesting is contingent on achieving specific stock price hurdles: $425.00, $450.00, and $475.00 on five separate trading days.
- Achievement of each stock price hurdle allows for the vesting of a tranche of PSUs.
- Awards are subject to the terms of the Company's Amended and Restated 2010 Equity Compensation Plan and individual award agreements.
03—Questions
Frequently Asked Questions
What is the primary purpose of these PSU grants?
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.
What are the stock price targets required for these PSUs to vest?
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.
When is the performance period for these PSUs?
The performance period began on July 22, 2026, and will conclude on August 31, 2028.
What happens if the stock price targets are not met?
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.
04—Continue