Peter Walker
About Peter Walker
Peter Walker is Chief Financial Officer of Corpay, Inc. effective July 21, 2025, bringing public-company and entrepreneurial CFO experience across Instructure, Sterling Check, Jackson Hewitt, and 17+ years at Assurant culminating as CFO and Chief Strategy Officer; he is a CPA with an accounting BA from Miami University and an MBA from NYU Stern . He was introduced on Corpay’s Q2 2025 earnings call and has since participated in investor communications alongside CEO Ron Clarke . Company performance context at his arrival: 2024 revenue was $4.0B (+6% YoY), Adjusted EPS $19.01 (+12% YoY), and Adjusted EBITDA >$2.1B (+7% YoY) ; 2025 guidance targets revenue of $4,405–$4,485M, net income of $1,171–$1,211M, diluted EPS of $16.41–$16.81, adjusted net income of $1,488–$1,528M, and adjusted diluted EPS of $20.86–$21.26 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Instructure Holdings (NYSE: INST) | Chief Financial Officer | Not disclosed | Led privatization via sale to KKR |
| Sterling Check Corp (NASDAQ: STER) | Chief Financial Officer | Not disclosed | CFO leadership at background screening company |
| Jackson Hewitt | Chief Financial Officer | Not disclosed | CFO leadership at tax services firm |
| Assurant (NYSE: AIZ) | CFO and Chief Strategy Officer; prior finance/accounting/strategy roles | 17+ years | Senior finance and strategy leadership culminating in CFO/CSO |
| Ernst & Young | Began career (audit) | Not disclosed | CPA foundation |
External Roles
No public company directorships or external board roles disclosed for Peter Walker in Corpay filings .
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $600,000 annual effective July 21, 2025 | Appointment 8-K |
| Target Bonus % | 66.67% of base salary under annual cash incentive program | Appointment 8-K |
| Relocation | Allowance for relocation expenses (amount not disclosed) | Appointment 8-K |
| Indemnification | Company standard-form indemnification agreement executed | Appointment 8-K |
Performance Compensation
Corpay’s program emphasizes equity-heavy, pay-for-performance design with more than 50% of NEO equity incentives performance-based in 2025 , anti-hedging/pledging, clawbacks, and below-market severance practices .
Peter Walker – initial equity grants at hiring
| Award Type | Grant Date Fair Value | Performance Period | Vesting Schedule | Notes |
|---|---|---|---|---|
| Performance-based RSUs (2025) | $1,240,000 | FY 2025 metrics (prorated) | Service and performance; vests upon 2025 achievement | Specific metrics not disclosed for Walker |
| Performance-based RSUs (2025–2027) | $360,000 | FY 2025–2027 metrics (prorated in 2025) | Cliff vests upon 2025–2027 achievement | Company ties performance equity to financial/operating metrics |
| Time-based RSUs (3-year) | $600,000 | N/A | Ratable over 3 years | Retention-focused |
| Time-based Stock Options (4-year) | $1,200,000 | N/A | Ratable over 4 years | Exercise price set at grant-date FMV per plan practice |
| Performance-based Stock Options (2026–2028) | $3,875,360 | FY 2026–2028 metrics | Cliff vests upon 2026–2028 achievement | Long-dated, contingent on multi-year performance |
| One-time Time-based RSUs (1-year) | $1,000,000 | N/A | Vests over 1 year | Hiring-related |
Program design and performance metrics (company framework)
| Element | Metric(s) | Example Weighting/Targets | Payout/Features | Notes |
|---|---|---|---|---|
| Company Annual Equity Incentives | Adjusted EPS-COMP (EPS adjusted for macro and M&A/divestitures) | CEO target scale: $17.46/$19.40/$21.34 with 50%–200% payouts | Linear payout; CEO vests over 3 years; non-CEO vests after 1 year | 2024 payout examples provided in proxy for context |
| Annual Bonus Equity Incentive | Company-wide and role-specific goals (e.g., GAAP revenue as adjusted, cash net income, M&A transactions for CEO) | CEO: 34% revenue, 33% cash net income, 33% M&A | Settled in shares; committee can apply negative discretion (used in 2024) | Company eliminated traditional cash bonus in favor of equity denominated bonus |
| Long-Term Equity Incentives | 1-year and 3-year performance tranches (revenue/EPS-COMP and segment goals) | Mix of 70% one-year ratable, 30% three-year cliff for many NEOs; CEO 3-year cliff | Earned shares vest per schedule; 3-year goals disclosed post period | Options vest over 4 years; inherently performance-based via price |
Equity Ownership & Alignment
- Stock Ownership Guidelines: CFO required to hold stock equal to 4x base salary; all executive officers have specified multiples, expected to achieve within five years of appointment .
- Hedging/Pledging: Executives and directors are prohibited from hedging and pledging company stock; insider trading windows apply .
- Clawbacks: NYSE/SEC-compliant clawback policy adopted in 2023 for restatements; supplemental misconduct-based clawback from 2019 remains applicable for earlier awards .
- Beneficial Ownership: No Form 4 ownership disclosure for Walker at appointment found; ownership will build via granted equity and guideline compliance over time .
Ownership policy summary
| Item | Requirement/Status |
|---|---|
| CFO Ownership Multiple | 4x base salary within 5 years |
| Hedging/Pledging | Prohibited |
| Trading Windows | Defined trading windows; MNPI restrictions |
| Clawbacks | NYSE restatement clawback; supplemental misconduct clawback |
Employment Terms
| Term | Detail |
|---|---|
| Start Date | July 21, 2025 (CFO) |
| Severance (non-CEO NEO policy) | If terminated without cause: one year of base salary plus one year of health benefits, upon execution of a release |
| Change-in-Control (CIC) | Double-trigger acceleration of unvested equity if awards not assumed/continued at CIC or if terminated without cause/for good reason within two years post-CIC; annual bonus at target for year of termination |
| Indemnification | Standard-form indemnification agreement executed |
| Clawbacks/Conduct | NYSE and supplemental clawback policies; insider trading policy |
| Non-Compete/Non-Solicit | CEO agreement includes post-employment covenants; similar covenants for other NEOs are not specifically disclosed for Walker |
Investment Implications
- Strong alignment via performance-contingent equity: large 3-year performance RSUs and 2026–2028 performance options tie realized compensation to multi-year EPS/revenue outcomes, supporting execution focus and long-term value creation .
- Near-term liquidity events are limited: most awards vest over 3–4 years or on multi-year performance; the only 1-year time-based RSU ($1,000,000) could create a discrete vesting event around the first anniversary of grant, while larger performance options cannot vest until 2026–2028, tempering insider selling pressure in the near term .
- Governance protections lower misalignment risk: anti-hedging/pledging, robust clawbacks, and a 4x salary ownership guideline for CFOs drive share accumulation and discourage short-termism; below-market severance terms and double-trigger CIC treatment reduce golden parachute concerns .
- Execution bar set by company guidance and priorities: Walker inherits a framework targeting 2025 revenue of $4.405–$4.485B and adjusted EPS of $20.86–$21.26, with segments expected to deliver 10% vehicle payments growth and high-teens corporate payments growth, shaping performance-pay outcomes for FY25–FY28 equity .