Alan King

About Alan King

Alan King is Group President — International Vehicle Payments at Corpay, age 48 as of December 31, 2024, with tenure at Corpay since August 2016 and in his current role since December 2023 . He has 20+ years in commercial payments across international markets at Mastercard, Visa, and Citibank, with leadership roles spanning prepaid, global accounts, and market development . Corpay delivered 2024 revenue of $4.0B (up 6% YoY) and Adjusted EPS of $19.01 (up 12% YoY), with incentive frameworks for NEOs tied to Adjusted EPS-COMP and revenue initiatives, aligning compensation with performance outcomes .

Past Roles

Fixed Compensation

• Base salary rates: | Metric | 2023 | 2024 | |--------|------|------| | Base Salary Rate ($) | $450,000 | $450,000 |

• Summary compensation and perquisites (actuals): | Component ($) | 2022 | 2023 | 2024 | |---------------|------|------|------| | Salary | $399,089 | $450,000 | $450,000 | | Stock Awards (grant-date FV) | $1,535,089 | $2,302,532 | $2,250,404 | | Option Awards (grant-date FV) | $2,400,075 | $1,200,051 | $1,000,020 | | All Other Compensation | $253,271 | $411,343 | $399,459 | | Total | $4,981,510 | $4,363,926 | $4,099,883 |

• Perquisites breakdown (2024): | Perquisite | Amount ($) | |------------|------------| | Housing allowance | $279,876 | | Relocation benefits | $20,909 | | Family flight (U.S.–U.K.) | $36,772 | | Vehicle allowance | $26,350 | | Retirement plan contributions | $4,500 | | Health and life insurance premiums | $30,384 |

Performance Compensation

• Company Annual Equity Incentive (Adjusted EPS-COMP) | Item | Target | Actual | Payout | Vesting | |------|--------|--------|--------|---------| | Adjusted EPS-COMP | $19.40 | $19.49 | 109% (1,602 shares earned at target base) | Earned shares vest 1 year after grant (Grant: Feb 14, 2024; Vest: Feb 14, 2025) |

• Annual Bonus Equity Incentive (short-term equity; replaced cash bonus) | Metric | Weight | Target | 2024 Achievement | Formulaic Payout | Actual Payout (25% negative discretion) | |--------|--------|--------|-------------------|------------------|-----------------------------------------| | International Vehicle Payments Sales ($mm) | 20% | 75.1 | 71.5 | 76% | Applied to overall formula | | All Vehicle Payments Sales ($mm) | 20% | 366.5 | 367.2 | 101% | Applied to overall formula | | Quarterly Revenue Initiatives | 40% | ≥100 index each quarter | Achieved 4 quarters | 150% | Applied to overall formula | | Quarterly Expenses | 20% | At/below plan each quarter | Achieved 3 quarters | 75% | Applied to overall formula | | Target shares | — | 1,653 | — | Formulaic 110.4% (1,825 shares) | 1,369 shares after 25% reduction |

• Long-Term Equity Incentives (LTI) | Grant Type | Target Value ($) | Target Shares (#) | Performance Period | Metric/Target | 2024 Result | Payout | Vesting | |-----------|-------------------|-------------------|--------------------|---------------|-------------|--------|--------| | 1-year LTI (ratable 3-yr vest) | $980,000 | 3,598 | FY2024 | Intl. Vehicle Payments GAAP revenue, $584.5mm | $583.2mm | 97% (3,480 shares earned) | Ratable over 3 years from 2/14/2024 | | 3-year LTI (cliff) | $420,000 | 1,542 | FY2024–FY2026 | Revenue growth (unit-level) | Goals not disclosed (company practice) | Max 150% potential | Cliff at 3rd anniversary of 2/14/2024 |

• Stock Options (service-vested; inherently performance-based via share price) | Grant Date | Options (#) | Exercise Price ($) | Vesting | Expiration | |-----------|-------------|-------------------|---------|------------| | Feb 14, 2024 | 10,431 | 272.38 | Ratable over 4 years | 2/14/2034 | | Jan 23, 2023 | 17,679 total (4,419 ex., 13,260 unex.) | 200.41 | Ratable over 4 years | 1/23/2033 | | Jan 24, 2022 | 18,352 total (9,176 ex., 9,176 unex.) | 225.45 | Ratable over 4 years | 1/24/2032 | | Jan 25, 2021 | 13,722 total (10,291 ex., 3,431 unex.) | 261.07 | Ratable over 4 years | 1/25/2031 | | Mar 27, 2020 | 20,886 ex. | 196.18 | Vested per grant schedule | 3/27/2030 | | Feb 27, 2019 | 9,600 ex. | 231.70 | Vested per grant schedule | 2/27/2029 |

• 2024 equity outcomes and exercises: | Action | Quantity/Value | |--------|----------------| | Options exercised (2024) | 26,272 shares; $5,859,739 value realized | | Stock vested (2024) | 10,716 shares; $3,016,944 value realized |

Equity Ownership & Alignment

• Beneficial ownership and award status: | Item | Amount | |------|--------| | Common shares beneficially owned | 15,469 | | Restricted shares subject to vesting | 6,619 (voting, no dispositive power) | | Vested options (right to acquire) | 83,182 | | Total beneficial ownership (shares + vested options) | 105,270; <1% of outstanding | | Outstanding unexercised options and unvested awards (detail) | See “Outstanding Equity Awards” table |

• Ownership policies:

  • Stock ownership guideline: 3x base salary for executive officers; all other NEOs are compliant or on track within required period .
  • Anti-hedging and pledging: Executives and directors are prohibited from hedging or pledging Corpay stock .

Employment Terms

• Offer letter policy and severance: As a matter of policy for NEOs other than CEO, termination without cause yields one year of base salary continuation and one year of health benefits; double-trigger change-in-control accelerates unvested equity (if awards are not continued/assumed or if terminated without cause or for good reason within two years) .

• Alan King—quantified potential payments (assuming Dec 31, 2024 event): | Scenario | Severance ($) | Accelerated Equity ($) | Benefits ($) | Total ($) | |----------|---------------|------------------------|--------------|-----------| | Termination without cause | 450,000 | — | 29,924 | 479,924 | | Termination without cause following change in control | 450,000 | 9,702,987 | 29,924 | 10,182,911 | | Termination for good reason following change in control | — | 9,702,987 | — | 9,702,987 | | Death/Disability/Retirement (partial vest within year) | — | 4,822,666 | — | 4,822,666 |

• Clawbacks: NYSE/SEC-compliant clawback policy (mandatory recovery of excess incentive comp after restatement) and supplemental misconduct clawback for pre-10/2/2023 awards .

• No excise tax gross-ups; hedging/pledging prohibited; equity awards generally granted annually in Q1 without timing around MNPI .

Investment Implications

• Alignment: King’s pay mix is heavily equity-based, with performance metrics tied to Adjusted EPS-COMP and unit revenue/expense achievements; 2024 outcomes show formulaic ABEI overperformance but reduced by 25% via negative discretion, evidencing pay discipline .
• Retention and vesting overhang: Significant unvested LTI and options with scheduled vesting across 2025–2028 (Feb 14 anniversaries) could create periodic liquidity needs/selling pressure; anti-pledging and hedging reduce alignment risks .
• Severance/CIC economics: One-year salary severance plus double-trigger equity acceleration creates meaningful CIC value ($9.7M accelerated equity), but severance multiples are below-market for non-CEO NEOs, moderating inflation risk .
• Ownership and signals: Beneficial ownership includes 83,182 vested options and 22,088 direct/indirect shares and restricted shares; option exercises in 2024 ($5.86M realized) indicate prior monetization, watch Form 4s around vest dates for trading signals .
• Governance context: No hedging/pledging, higher ownership guidelines, independent comp consultant, and say-on-pay support (~90%) reduce risk of misaligned incentives .