Armando Netto
About Armando Netto
Armando L. Netto is Group President—Brazil and U.S. Vehicle Payments at Corpay, appointed to the expanded role in December 2023 after serving as Group President—Brazil since June 2014; he is 56 years old . Prior to Corpay, he led IT Services at TIVIT (2006–2014) and held leadership roles at Unisys and McKinsey with international client work across the U.K., France, Austria, Portugal and the Netherlands . Company performance in 2024 reached record revenue of $4.0B (+6% YoY), Adjusted EPS of $19.01 (+12%), and adjusted EBITDA over $2.1B (+7%), with organic revenue growth +8%; Adjusted EPS-COMP is the company-selected performance measure linking NEO pay to performance . Corpay’s compensation program for NEOs ties incentives to metrics including Adjusted EPS-COMP, GAAP revenue (as adjusted), and business-unit goals, with strong pay-for-performance and equity-heavy design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TIVIT (IT & BPO services) | Head of IT Services | 2006–2014 | Led integration of functional areas, onboarding new clients, and service quality improvements |
| Unisys | Leadership roles | Not disclosed | International operations experience across Europe |
| McKinsey & Company | Leadership roles | Not disclosed | Strategy execution and client engagements in multiple EU markets |
External Roles
No external board roles or director positions disclosed for Armando Netto in Corpay’s 2024 Form 10-K or 2025 DEF 14A; skip section per disclosure .
Fixed Compensation
- Base salary: $550,000 in 2024 vs $488,603 in 2023 (+13%); pay currency transitioned from BRL to USD in 2024; 2023 and early-2024 amounts converted using specified average FX rates .
| Base Salary and Adjustments | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $488,603 | $550,000 | 2023/2024 BRL amounts converted at $1=R$4.9915 (2023) and $1=R$5.1395 (Jan–Jul 2024); portion paid in BRL transitioned to USD in 2024 |
2024 All Other Compensation detail:
| Component | Amount ($) |
|---|---|
| Health Benefit Premiums | $27,291 |
| Long-Term Care Premiums | $877 |
| Retirement Plan Contributions | $3,244 |
| Vehicle Allowance | $92,815 |
| Life Insurance | $1,120 |
| Other (housing allowance $326,964; relocation $67,168; mandated food benefit $878; spouse flight $1,151) | $396,161 |
| Total All Other Compensation | $521,508 |
Multi-year total compensation (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $483,780 | $503,091 | $508,148 |
| Bonus | $64,482 | — | — |
| Stock Awards | $1,535,089 | $2,610,830 | $4,467,527 |
| Option Awards | $2,400,075 | $1,200,051 | $1,200,005 |
| Non-Equity Incentive Plan Compensation | $226,582 | — | — |
| All Other Compensation | $32,779 | $47,199 | $521,508 |
| Total | $4,742,787 | $4,361,171 | $6,697,188 |
Performance Compensation
2024 equity incentive architecture for Netto:
- Company Annual Equity Incentive (Adjusted EPS-COMP): Target 1,469 shares; payout 109% → 1,602 shares .
- Annual Bonus Equity Incentive (share-settled; replaces cash bonus): target 1,928 shares; formulaic payout 40.87% (788 shares); compensation committee applied negative discretion (-25%) → actual payout 591 shares; vested 2/14/2025 .
- Long-Term Equity Incentive (one-year performance period, ratable vesting over 3 years): target $1,190,000 (4,369 shares at $272.38); performance measured on U.S. Vehicle Payments/Brazil GAAP revenue (as adjusted); achievement $1,503.6M vs target $1,527.9M → 79% payout and 3,456 performance shares earned .
- Long-Term Equity Incentive (three-year performance period, cliff vest at 3 years): target $510,000 (1,873 shares), metric: revenue growth; maximum potential payout 150% of target (specific goals to be disclosed after the period) .
Detailed 2024 Annual Bonus Equity Incentive outcomes for Netto:
| Metric | Weighting | Target | Threshold | Target Payout | Maximum | 2024 Achievement | Payout % |
|---|---|---|---|---|---|---|---|
| Brazil VP Sales ($mm) | 10% | 194.4 | 175.0 | 100% | 150% | 212.1 | 146% |
| U.S. VP Sales ($mm) | 10% | 97.0 | 87.3 | 100% | 150% | 83.6 | — (below threshold) |
| All Vehicle Payments Sales ($mm) | 10% | 366.5 | 329.9 | 100% | 150% | 367.2 | 101% |
| Quarterly Revenue Initiatives (index) | 20% | ≥100% each quarter | ≥90% | 100% | 150% | Partially achieved (avg 19%) | 19% |
| Expenses: Brazil VP (plan compliance) | 5% | At/under plan each quarter | — | Plan | — | Achieved 4 quarters | 100% |
| Expenses: U.S. VP (plan compliance) | 5% | At/under plan each quarter | — | Plan | — | Achieved 3 quarters | 75% |
| Expenses: All VP (plan compliance) | 5% | At/under plan each quarter | — | Plan | — | Achieved 3 quarters | 75% |
| Key Revenue Initiatives—New Card (index) | 20% | ≥100% | ≥97% | 100% | 135% | Not achieved | — |
| Key Revenue Initiatives—Revenue (index) | 15% | ≥100% | ≥97% | 100% | 135% | Not achieved | — |
| Target shares | — | 1,928 | — | — | — | Formulaic 40.87% (788) | — |
| Negative discretion | — | — | — | — | — | -25% | 591 shares paid |
2024 Stock Option grant for Netto: 12,517 options, exercise price $272.38, vest ratably over four years . 2024 Company Annual Equity Incentive payout shares vest one year post grant for non-CEO NEOs .
Equity Ownership & Alignment
- Beneficial ownership (Feb 17, 2025): 23,055 common shares; rights to acquire 76,475 (vested options); total 99,530; ownership <1% of outstanding shares; includes 3,394 restricted units vesting within 60 days (no voting/dispositive power) .
- Anti-hedging and pledging policy: Executives are prohibited from hedging and from pledging Corpay shares as collateral .
- Stock ownership guidelines: All other executive officers must hold stock equal to 3x base salary within five years; management reports NEOs are in compliance or on track .
- 2024 realized value and vesting: Netto exercised 118,675 options ($20,447,724 realized) and had 13,848 shares vest ($3,896,897 realized), indicating material equity monetization in 2024 subject to trading windows .
Outstanding equity awards (as of Dec 31, 2024):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 02/27/2019 | 20,000 | — | 231.70 | 02/27/2029 |
| 03/27/2020 | 513 | — | 196.18 | 03/27/2030 |
| 01/25/2021 | 12,349 | 4,117 | 261.07 | 01/25/2031 |
| 01/24/2022 | 9,176 | 9,176 | 225.45 | 01/24/2032 |
| 01/23/2023 | 4,419 | 13,260 | 200.41 | 01/23/2033 |
| 02/14/2024 | — | 12,517 | 272.38 | 02/14/2034 |
Unvested/Unearned stock awards:
| Award Type | Shares (#) | Notes |
|---|---|---|
| Time-Based Equity (Apr 3, 2024) | 3,394 | One-year vest schedule for Netto’s 2024 tax equalization awards |
| Time-Based Equity (Sep 30, 2024) | 2,459 | One-year vest schedule |
| Company Annual Equity Incentive (target) | 1,469 | Adjusted EPS-COMP payout certified; earned shares vest per plan |
| Long-Term Equity Incentive—1-year (target) | 4,369 | Earned portion vests ratably over 3 years |
| Long-Term Equity Incentive—3-year (target) | 1,873 | Cliff vest at 3 years |
| Annual Bonus Equity Incentive (target) | 1,928 | Earned shares settled with negative discretion applied |
Employment Terms
- Offer letter framework: For non-CEO NEOs (incl. Netto), termination without cause provides one year of base salary continuation and one year of health benefits upon a release; change-in-control termination pays target annual bonus for year of termination .
- Equity awards: Double-trigger acceleration upon change-in-control if awards are not continued/assumed or if terminated without cause or for good reason within two years; partial acceleration on retirement/death/disability for non-CEO NEOs (vesting of awards scheduled for that year) .
Quantified potential payments (as of Dec 31, 2024):
| Scenario | Severance ($) | Accelerated Vesting ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause | 550,000 | — | 27,291 | 577,291 |
| Termination without cause following change-in-control | 550,000 | 13,218,785 | 27,291 | 13,796,076 |
| Termination for good reason following change-in-control | — | 13,218,785 | — | 13,218,785 |
| Death/Disability/Retirement (accelerated portion) | — | 7,071,012 | — | 7,071,012 |
Compensation Structure vs. Performance Metrics
- Mix and design: Corpay eliminated traditional cash bonuses in 2024, replacing them entirely with equity-settled Annual Bonus Equity Incentives; NEO equity incentives are majority performance-based with differing metrics across components (Adjusted EPS-COMP, GAAP revenue as adjusted, business-unit revenue/expense and strategic initiatives) .
- Discretion: In early 2025, the compensation committee applied negative discretion (-25%) to formulaic Annual Bonus Equity Incentive payouts, further tightening pay-for-performance alignment .
- Ownership and policies: Significant stock ownership requirements, clawback policies compliant with NYSE/SEC and supplemental misconduct clawback, no excise tax gross-ups, no hedging/pledging .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Common shares beneficially owned | 23,055 |
| Rights to acquire (vested options) | 76,475 |
| Total beneficial ownership | 99,530 |
| Percent of outstanding shares | <1% |
| Restricted units vesting within 60 days (no voting/dispositive power) | 3,394 |
| Stock ownership guideline | 3x base salary for non-CEO executives; compliance/on track |
| Hedging/Pledging | Prohibited |
Performance & Track Record
- Business outcomes: 2024 record revenue ($4.0B, +6%), Adjusted EPS $19.01 (+12%), organic revenue +8%, $2.6B capital deployed across acquisitions and buybacks; vehicle payments footprint expanded in Brazil; AP automation acquisition in Corporate Payments .
- Pay-for-performance link: Company Annual Equity Incentive for non-CEO NEOs paid out at 109% based on Adjusted EPS-COMP of $19.49 vs target; Netto’s Annual Bonus Equity Incentive achieved mixed results across BU sales, revenue initiatives, and expense controls, with committee negative discretion applied .
Compensation Peer Group (Benchmarking)
Peer group used for 2024 compensation decisions (removals noted) included ADP, Broadridge, Ceridian, Equifax, Euronet, Fair Isaac, FIS, Fiserv, Global Payments, Intuit, Jack Henry, Mastercard, Paychex, Paycom, SS&C, WEX; cash-based components referenced at or below market, equity-based components at or above market .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay: 2024 advisory vote approval was nearly 90%; Corpay continued outreach and refined disclosures on incentive metrics; negative discretion applied to Annual Bonus Equity Incentives to enhance alignment .
Risk Indicators & Red Flags
- Clawbacks: Mandatory recovery for restatements under NYSE policy; supplemental misconduct clawback for pre-October 2023 awards .
- Hedging/Pledging: Prohibited for executives and directors .
- Section 16(a): Two late filings for Netto due to administrative error; company disclosed and attributed to admin issues .
- Severance: Below-market severance policies and double-trigger equity vesting mitigate change-in-control windfalls .
Expertise & Qualifications
- Technical/Industry: Led large-scale IT services and payments operations; deep experience in Brazil and international markets; strategic and operating credentials from TIVIT, Unisys, and McKinsey .
Work History & Career Trajectory
| Organization | Role | Tenure | Notable Impact |
|---|---|---|---|
| Corpay | Group President—Brazil | Jun 2014–Dec 2023 | Scaled vehicle payments in Brazil |
| Corpay | Group President—Brazil and U.S. Vehicle Payments | Dec 2023–Present | Oversight expanded to U.S. Vehicle Payments |
| TIVIT | Head of IT Services | 2006–2014 | Integration and client onboarding improvements |
| Unisys | Leadership roles | Not disclosed | International client support |
| McKinsey | Leadership roles | Not disclosed | Strategy and execution in EU markets |
Investment Implications
- Alignment: Netto’s pay is heavily equity-based with clear ties to Adjusted EPS-COMP and BU revenue/expense rigor; hedging/pledging is prohibited and ownership guidelines are stringent, supporting alignment with shareholders .
- Retention and vesting: Multiple unvested RSUs and longer-dated options across 2021–2024 suggest strong retention hooks; however, 2024 saw sizeable option exercises ($20.4M realized) which may create periodic selling pressure around vesting windows .
- Change-in-control economics: Double-trigger equity acceleration and one-year salary/benefits provide meaningful protection; modeled acceleration for Netto is $13.2M, which is sizable but contingent on transaction and termination, reducing agency risk .
- Execution risk: Mixed Annual Bonus Equity results in 2024 (strength in Brazil VP sales; underperformance in certain initiatives and U.S. VP sales) highlight BU-specific execution variability; committee’s negative discretion underscores discipline and potential for moderated short-term payouts when goals are missed .