

(1)	Unless otherwise noted, the business address for the individual is care of WEX Inc., 97 Darling Avenue, South Portland, ME 04106.
(2)	Unless otherwise noted, includes shares for which the named person has sole voting and investment power or has shared voting and investment power with his or her spouse. Excludes shares that may be acquired through stock option exercises or that are restricted stock unit holdings. This table does not include the following number of shares which will be acquired by our non-employee directors 200 days after their separation from our Board: ~~33,679~~35,239 shares by Mr. Ghosh; 9,248 shares by Mr. Maheu; 22,839 shares by Mr. McTavish; 11,999 shares by Dr. Moriarty; ~~7,710~~8,641 shares by Mr. Pond; 6,564 shares by Ms. Sommer, and 6,606 shares by Mr. VanWoerkom. Certain shares identified in this column are held through brokerage accounts and may be pledged as security.
(3)	Includes shares that can be acquired through stock option exercises or the vesting of restricted stock units through May ~~14, 2016.~~29, 2017. Excludes shares that may not be acquired until on or after May ~~15, 2016.~~30, 2017.
(4)	The stockholder is Mustang HoldCo II LLC, Delaware limited liability company ("Mustang Holdco"). The unitholders of Mustang HoldCo are (i) Warburg Pincus Private Equity (Lexington) XI- A, L.P., Delaware limited partnership ("WP XI Lexington-A"), (ii) Warburg Pincus XI (Lexington) Partners- A, L.P., a Delaware limited partnership (''WP Lexington Partners-A"), (iii) WP Mustang Co-Invest LLC, a Delaware limited liability company ("WP Co-Invest"), (iv) WP (Lexington) Holdings II, L.P., a Delaware limited partnership ("WP Lexington IT"), (v) Warburg Pincus XI (E&P) Partners- B, L.P., a Delaware limited partnership ("WP E&P Partners-B"), (vi) WP Mustang Co-Invest-B L.P., a Delaware limited partnership ("WP Co-Invest-B") and (vii) WP Mustang Co-Invest-C L.P., a Delaware limited partnership ("WP Co-Invest-C"). Warburg Pincus (E&P) XI, L.P., a Delaware limited partnership ("WP E&P XI GP"), is (a) the general partner of WP XI Lexington-A, WP XI Lexington Pa1tners-A, WP Lexington II, WP E&P Partners-B and (b) the managing member of WP Co-Invest LLC. Warburg Pincus (E&P) XI LLC, a Delaware limited liability company ("WP E&P XI LLC"), is the general partner of WP E&P XI GP. Warburg Pincus Partners (E&P) XI LLC, a Delaware Limited liability company ("WPP E&P XI"), is the sole member of WP E&P XI LLC. Warburg Pincus Partners II (US), L.P., a Delaware limited pa1tnership (''WPP II US"), is the managing member of WPP E&P XI. Warburg Pincus & Company US, LLC, a New York limited liability company ("WP & Company US"), is the general partner of WPP IT US. Warburg Pincus (Bermuda) XI, Ltd., a Bermuda company ("WP Bermuda XI") is the general partner of WP Co Invest-B and WP Co-Invest-C. Warburg Pincus Partners II (Cayman), L.P., a Cayman Islands limited partnership ("WPP II Cayman") is the sole shareholder of WP Bermuda XI. Warburg Pincus (Bermuda) Private Equity GP Ltd., a Bermuda company ("WP Bermuda GP") is the general partner of WPP II Cayman. Charles R. Kaye and Joseph P. Landy are each (i) Managing Members of WP & Company US, (ii) the Co-Chairmen and sole Directors of WP Bermuda GP and (iii) the Managing Members and Co-Chief Executive Officers of Warburg Pincus LLC, a New York limited liability company ("WP LLC"), and may be deemed to control the Warburg Pincus entities. Messrs. Kaye and Landy disclaim beneficial ownership of all shares held by the Warburg Pincus entities. The address of the Warburg Pincus entities is 450 Lexington Avenue, New York, New York 10017.
(5)	This information was reported on a Schedule 13G/A filed by Wellington Management Company, LLP ("Wellington") with the SEC on February ~~11, 2016.~~9, 2017. The Schedule 13G/A indicates that itWellington has shared voting power over ~~2,877,080~~3,084,876 shares and shared dispositive power over ~~3,588,265~~3,806,565 shares. The percentage reported is based on the assumption that Wellington has beneficial ownership of ~~3,588,265~~3,806,565 shares of common stock on March ~~15, 2016.~~
~~(5)~~	This information was reported on a Schedule 13G/A filed by BlackRock Inc. ("BlackRock") with the SEC on January 27, 2016. The Schedule 13G/A reported that BlackRock has sole voting power over 2,436,459 shares and has sole power to dispose 2,558,410 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 2,558,410 shares of common stock on March 15, 2016.30, 2017.
(6)	This information was reported on a Schedule 13G/A filed by The Vanguard Group, Inc. ("Vanguard") with the SEC on February ~~11, 2016.~~10, 2017. The Schedule 13G/A reported that ~~each~~Vanguard has sole voting power over ~~28,639~~22,710 shares, shared voting power over ~~2,100~~4,490 shares, sole dispositive power over ~~2,605,345~~2,912,906 shares and shared dispositive power over ~~28,439~~25,061 shares. The percentage reported is based on the assumption that Vanguard has beneficial ownership of ~~2,633,784~~2,937,967 shares of common stock on March ~~15, 2016.~~30, 2017.
(7)	This information was reported on a Schedule 13G/A filed by BlackRock Inc. ("BlackRock") with the SEC on January 26, 2017. The Schedule 13G/A reported that BlackRock has sole voting power over 2,709,849 shares and has sole power to dispose 2,842,055 shares. The percentage reported is based on the assumption that BlackRock had beneficial ownership of 2,842,055 shares of common stock on March 30, 2017.
(8)	This information was reported on a Schedule 13G filed by Janus Capital Management LLC ("Janus Capital") with the SEC on February 13, 2017. The Schedule 13G reported that Janus Capital has sole voting power over 2,753,025 shares, shared voting power over 1,100 shares, sole dispositive power over 2,753,025 shares and shared dispositive power over 1,100 shares. The percentage reported is based on the assumption that Janus Capital has beneficial ownership of 2,754,125 shares of common stock on March 30, 2017.
(9)	Includes 189 shares held indirectly under the 401(k) Plan. Mr. Hogan disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
(10)	Includes 20,000 shares held indirectly under a Grantor Retained Annuity Trust ("GRAT"). Mr. Dubyak disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
(11)	Includes 19,000 shares held indirectly through Rubex, LLC, ~~and~~ 15,600 shares held indirectly through the Moriarty Family Charitable ~~Trust.~~Trust and 21,978 held indirectly by Rowgra, LLC. Dr. Moriarty is the Chief Investment Officer and Managing Member of Rubex, LLC and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them. Dr. Moriarty disclaims beneficial ownership of the Moriarty Family Charitable Trust shares except to the extent of his pecuniary interest in them. Dr. Moriarty is the Managing Manager and Distribution Manager of Rowgra LLC and disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.

~~EXECUTIVE OFFICERS~~

~~Non-Director Members of the Executive Team~~



~~Stephen R. Crowley~~ ~~Age 55~~ ~~Senior Vice President~~ ~~Shared Services and Chief Information Officer~~ ITEM 3.	Stephen R. Crowley joined WEX as Senior Vice President, Shared Services and Chief Information Officer in July 2013. Most recently, Mr. Crowley was with Bank of America serving as Senior Vice President, Mortgage and Affiliate Services Strategy and Execution from February 2013 to July 2013 and as Senior Vice President, ePayments Delivery from August 2010 to February 2013. From July 2009 to August 2010, he was Vice President, Continuous Improvement and Global Customer Advocacy at NCR Corporation, and from February 2007 to July 2009, he was Senior Vice President, ATM Technology and Operations at Bank of America. Prior to these roles, Mr. Crowley held various high-level leadership positions at Bank of America and General Electric from 1994 to 2007.
~~Steven A. Elder~~ ~~Age 47~~ ~~Senior Vice President, Global Investor Relations~~	Steven Elder has been our Senior Vice President, Global Investor Relations since February 2016. Earlier, he served as our Senior Vice President and Chief Financial Officer from April 2011 to February 2016. Before that, he was our Vice President, Corporate Finance and Treasurer from December 2007 to March 2011. Prior to that, he was our Vice President, Investor Relations and Treasurer from September 2005 until November 2007. Mr. Elder has worked for the Company for over 18 years, during which time he served in a variety of financial roles of increasing responsibility. Mr. Elder began his career at Ernst & Young.
~~George W. Hogan~~ ~~Age 55~~ ~~Senior Vice President,~~ ~~International~~	George Hogan has been our Senior Vice President, International since May 2014. Prior to that he was Senior Vice President and General Manager, Fleet Over-the-Road and Partner Channels from January 2014 to April 2014. He also served as the Senior Vice President and General Manager of WEX Fleet One from May 2013 to December 2013 and Senior Vice President and Chief Information Officer from November 2007 through July 2013. Mr. Hogan joined WEX in January 2007 as Vice President of Enterprise Architecture.
~~Kenneth W. Janosick~~ ~~Age 54~~ ~~Senior Vice President~~ ~~and General Manager,~~ ~~Global Fleet Direct~~	Kenneth Janosick has been our Senior Vice President and General Manager, Global Fleet Direct since January 2014. He also served as the Senior Vice President, Small Business Solutions from December 2010 to December 2013. He joined WEX as Vice President, Product and Marketing in January 2009 and served in that role until December 2010. Before that, Mr. Janosick was a First Vice President at JPMorgan Chase bank from November 2006 until November 2009 with responsibility for Relationship Banking and Investments and the Small Business Division.
~~Nicola S. Morris~~ ~~Age 50~~ ~~Senior Vice President,~~ ~~Corporate Development~~	Nicola Morris has been our Senior Vice President, Corporate Development since February 2014. She is responsible for managing corporate development and strategic planning, directing corporate marketing, and overseeing early stage product development. Prior to joining WEX, she worked for Verizon Communications, a global communications and technology company, from January 2006 through January 2014, where she served as the Vice President, Global Corporate Strategy from November 2011 to January 2014. Prior to that role, she held the positions of Vice President and Chief Marketing Officer from October 2010 to November 2011 and also that of Vice President, Strategy and Business Development, both with the Verizon Business unit from January 2006 to October 2010. Before Verizon, she held positions with MCI, Incorporated and Digex, Incorporated.
~~Hilary A. Rapkin~~ ~~Age 49~~ ~~Senior Vice President,~~ ~~General Counsel and~~ ~~Corporate Secretary~~	Hilary Rapkin has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2005. She also served, as the interim, head of human resources beginning February 2013 and assumed that role permanently on May 1, 2013. From January 1996 to February 2005, Ms. Rapkin held various positions of increasing responsibilities with the Company. Ms. Rapkin is a member of the American Bar Association, the Maine State Bar Association, the Association of Corporate Counsel, the Society of Corporate Secretaries and Governance Professionals, the Society for Human Resources and Management and the New England Legal Foundation.
~~Roberto R. Simon~~ ~~Age 41~~ ~~Chief Financial Officer~~	Roberto Simon joined WEX as the Chief Financial Officer in February 2016. Previously, Mr. Simon served as the Executive Vice President and Chief Financial Officer of Revlon, Inc. (“Revlon”), a global color cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant / deodorants and beauty care products company, from October 2014 until February 2016. Prior to that, he was the Revlon Senior Vice President, Global Finance from October 2013 to September 2014 and served as Revlon’s Global Business Process Owner, SAP, since February 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s Chief Financial Officer from October 2011 to October 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America and Africa from January 2008 until September 2011.ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In Item 2, we are providing you with the opportunity to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers. In this Item 3, we are asking our stockholders to cast a non-binding advisory vote regarding the frequency of future advisory votes on executive compensation . You may vote for a frequency of every one, two, or three years, or you may abstain on the proposal.

The Board will take into consideration the outcome of this vote in making a determination about the frequency of future advisory votes on executive compensation. However, because this vote is advisory and non-binding, the Board may decide that it is in the best interests of our stockholders and the Company to hold the advisory vote to approve executive compensation more or less frequently. In the future, we will propose an advisory vote on the frequency of the advisory vote on executive compensation at least once every six calendar years.

Since 2011, we have held an annual advisory vote on the compensation of our named executive officers. The Board has determined that continuing to hold an advisory vote on executive compensation every year remains the most appropriate approach for the Company at this time, and therefore our Board recommends that you vote for a frequency of every ONE YEAR for future executive compensation advisory votes.

The Board believes that an annual executive compensation advisory vote will facilitate more direct stockholder input about executive compensation. An annual executive compensation advisory vote is consistent with our policy of reviewing our compensation program annually, as well as being accountable to our stockholders on corporate governance and executive compensation matters. We believe an annual vote would be the best governance practice for our Company at this time and in the best interests of the Company and its stockholders.

We recommend a vote for a frequency of every “ONE YEAR” for future executive compensation advisory votes.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, describes our compensation objectives and programs for our "named executive officers" or "NEOs." ~~The~~This CD&A also describes the specific decisions, and the processes supporting those decisions, which were made with respect to ~~2015~~2016 for the NEOs.

For ~~2015,~~2016, our NEOs were:

Melissa D. Smith, Chief Executive Officer (“CEO”) and President


•	Roberto Simon, Chief Financial Officer ("CFO")⁽¹⁾


•	Steven A. Elder, Former Senior Vice President and Chief Financial Officer (“CFO”)⁽²⁾

Jeffrey Young, Senior Vice President and General Manager, WEX Health

George W. Hogan, Senior Vice President, International

Kenneth W. Janosick, Senior Vice President and General Manager, Global Fleet Direct

~~Hilary A. Rapkin, Senior Vice President, General Counsel and Corporate Secretary~~



(1)	Mr. Simon was appointed Chief Financial Officer effective February 29, 2016.
(2)	Mr. Elder served as the Chief Financial Officer until Mr. Simon’s appointment in February 2016, after which Mr. Elder assumed the newly created position of SVP, Investor relations. As of February 29, 2016, he ceased to be an Executive Officer, and the discussion of his compensation is limited to material elements of Mr. Elder's compensation.

CD&A Table of Contents

To assist in finding important information, we call your attention to the following sections of our CD&A:

Table of Contents




Executive Summary	1923
Process for Determining Executive Compensation	2327
Total Compensation - Objectives and Philosophy	2428
~~2015~~2016 Total Direct Compensation	2428
Peer Group	2832
Strong Say on Pay Support and Stockholder Engagement	2933
Changes for ~~2016~~2017	3033
Other Compensation Program and Governance Features	3133

Executive Summary

Summary of WEX’s Business. WEX Inc. is a leading multi-channel provider of corporate payment solutions that ~~beginning in the fourth quarter of 2015,~~ operates in three business segments: Fleet Solutions, Travel and Corporate Solutions and Health and Employee Benefit Solutions. ~~Previously, the Company had two reported business segments, Fleet Payment Solutions and Other Payment Solutions.~~During 2016, Fleet Solutions ~~reports on the same basis as the historical Fleet Payment Solutions business segment.~~revenue represented approximately 63 percent of our total revenue, Travel and Corporate Solutions ~~includes the Travel business as well as other verticals.~~revenue represented approximately 21 percent of our total revenue, and Health and Employee Benefit Solutions ~~includes the Healthcare and Employee related businesses. This change will enhance the Company's transparency and align~~revenue represented approximately 16 percent of our ~~reporting with how we now operate our business.~~total revenue. The Fleet Solutions segment provides customers with fleet vehicle payment processing services specifically designed for the needs of commercial and government fleets, through a closed-loop network that offers complete control of the transaction life cycle. During 2015, Fleet Solutions revenue represented approximately 63 percent of our total revenue, Travel and Corporate Solutions represented approximately 23 percent of our total revenue, and Health and Employee Benefit Solutions represented approximately 14 percent of our total revenue. Our Travel and Corporate Solutions segment is comprised of our virtual and prepaid products that we use to provide innovative corporate purchasing and payment capabilities that can be integrated with our customers’ internal systems to streamline their corporate payments, accounts payable and reconciliation processes. Our Health and Employee Benefit Solutions segment is comprised of our healthcare payment products and SaaS platforms that we use to provide simplified payment capabilities in a complex healthcare ~~market as well as employee benefit products~~market. The Health and Employee Benefit Solutions segment also includes payroll related benefits to customers in Brazil.

Our ~~businesses focus~~opportunities for growth extend well beyond the fleet fuel market, in particular to the online travel and healthcare payments markets. Building on ~~streamlining~~a leading market position in our core fleet business, we continue to expand our company. Our strategic approach to entering new markets is focused on three steps:



•	Identify complicated markets facing complex payment challenges and inefficiencies,
•	Develop products and services that address these unmet market needs, and,
•	Operate with systemic efficiency through scale and cost management.

We have a proven model in the fleet space where we have developed a leading market position and ~~modernizing payment environments~~a strong margin profile. We have done the same in the online travel industry where we have become a leader in global virtual payments and continue to ~~give customers greater control over their~~grow the business ~~resulting in smarter decisions, lower operating costs, higher efficiency~~ and ~~greater customer satisfaction. Our business model enables us~~create scale on a global basis. Through the acquisitions of Evolution1 and Benaissance, WEX Health has continued to ~~provide exceptional payment security and control across a wide spectrum of payment sectors.~~expand into the consumer directed healthcare payments market.

~~2015~~2016 Company Performance Highlights. ~~Our 2015 results were significantly impacted by~~The Company's 2016 revenue grew 19% to $1.018 billion from $854.6 million in 2015. Adjusted net income, a ~~steep decline~~non-GAAP measure, decreased 1% to $198.2 million from 191 million in ~~oil prices. While~~2015. The impact of lower fuel prices and smaller relative fuel price ~~adjusted revenue (which we refer to as PPG Adjusted Revenue) grew 11%~~hedging gains in ~~2015,~~2016 created a swing in adjusted net income ~~(which we refer to as ANI), a non-GAAP measure, declined by 4% for the same period.~~of $49.3 million. Total Stockholder Return (TSR) was

~~also down~~ up 26% on a one-year basis, as shown in the charts below. Adjusting for constant currency, fuel prices, fuel spreads, and impacts from our fuel price hedges, PPG Adjusted Revenue would have grown approximately 22% and ANI would have increased approximately 17% over 2014, demonstrating operational success in 2015. The reconciliation of the following measures to the respective GAAP measure is located in ~~Appendix A~~ ~~to this proxy statement.~~

~~While our results were impacted by depressed fuel prices during 2015, we~~We have designed our performance-based annual and long-term incentive awards for executives to, among other things, align compensation with performance against the metrics discussed above and shown ~~above. As a result,~~below. The reconciliation of the ~~payout factor for our 2015 short-term incentive plan and PSU awards was well below target, and stock options awarded~~non-GAAP financial measures discussed above to the respective GAAP measure is located in ~~2015 are currently underwater and will have no intrinsic value until our stock price experiences considerable appreciation.~~Appendix A to this proxy statement.

~~Despite a volatile, declining fuel price environment, 2015~~

Table of Contents

2016 was a strong year operationally for WEX. We continued to execute against our strategy to grow organically and through ~~mergers and acquisitions,~~strategic investments, further globalize our business, and drive scale across the organization. ~~Several~~Selected highlights of our achievements during ~~2015~~2016 in furtherance of our strategy included:



w	On ~~November 18, 2015, our wholly- owned subsidiary Evolution1~~July 1, 2016, we acquired Benaissance, LLC, a leading provider of integrated SaaS technologies and services for healthcare premium billing, payment and workflow management, to complement our healthcare payments products and services.
w	~~On October 18, 2015, we entered into a purchase agreement to acquire Electronic Funds Source LLC ("EFS"),~~EFS, a provider of customized ~~corporate~~ payment solutions for fleet and corporate customers with a focus on the large and ~~mid- sized~~mid-sized over-the-road fleets, in order to expand our customer footprint and utilize EFS's technology to better serve the needs of all fleet customers.
w	The Company benefited from customer acquisitions and expanded relationships across all three of the Company's segments ~~for an aggregate purchase price comprised of $1.1~~on our way to surpassing $1 billion in ~~cash and 4,011,672 shares~~annual revenues.
w	Average number of vehicles serviced increased 4 percent from 2015 to approximately 10.0 million for 2016, primarily related to the ~~Company’s common stock, subject to certain working capital and other adjustments as described in the purchase agreement.~~acquisition of EFS.
w	~~On August 31,~~Total fleet transactions processed increased 12 percent from 2015 ~~we acquired the remaining 49~~to 454.5 million in 2016. Payment processing transactions increased 13 percent ~~ownership~~from 2015 to 385.9 million in ~~UNIK S.A., a majority- owned subsidiary, prior~~2016, and transaction processing transactions increased 9 percent from 2015 to ~~this transaction.~~
w	~~On January 7, 2015, we sold the operations of rapid! PayCard for $20.0~~68.6 million ~~which resulted~~ in ~~a pre- tax book gain of $1.2 million.~~2016.

Summary of WEX’s ~~2015~~2016 Executive Compensation Program. A summary of our executive compensation program during ~~2015~~2016 is provided below.

- Generally, we target total direct compensation (salary/ annual bonus/ long-term incentives) within a competitive range of the market median.

- Pay will vary above or below target based primarily on corporate and business unit and, to a lesser degree individual, quantitative performance outcomes.

Table of Contents



Compensation Element	~~2015~~2016 Element
Base Salary Fixed rate of pay	Among NEOs, excluding the CEO, increases averaged 5%, reflecting market-based adjustments.
Short-term Incentive Plan ("STIP") Payout can range from 0-200% of target based on, corporate financial goals 1. ~~Adjusted Net~~Operating Income ~~("ANI")~~ (50%) 2. PPG Adjusted Revenue ~~(20%)~~ 3. ~~Adjusted Net Income Margin (15%)~~ 4. ~~Revenue Diversification (15%~~(50%) The funded payout may be adjusted for each NEO (excluding the CEO) through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of target. The adjustment is made based on an assessment of performance versus pre-defined, often quantitative individual goals. The modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP-funded dollars (0-200% of target) that is determined based on the ~~four~~two financial metrics listed above. The Committee has further discretion to eliminate any funded bonus payout at its discretion, should circumstance warrant.	STIP funding was ~~79%~~123% of target, on an overall corporate basis, based on objective performance against pre-defined enterprise-wide quantitative goals. Payments for our NEOs averaged ~~81%~~124% of target, after two non-CEO NEOs received a positive individual modifier and one non-CEO NEO received a downward individual modifier.
Long-Term Incentive Plan ("LTIP") Our target mix for our NEOs (excluding our CEO) during ~~2015~~2016 was: 60% Performance Stock Units (PSUs). • Payout can range from 0-200% of target • ~~1-year~~2-year performance goals; if earned, additional ~~2-year~~1-year time-based vesting requirement • Goals weighted 60% ANI Earnings Per Share (EPS), and 40% ~~PPG adjusted revenue~~Non-Fuel Price Sensitive Revenue 20% Stock Options (options). • 3-year ratable vesting requirement • Reward long-term stockholder value creation 20% Restricted Stock Units (RSUs). • 3-year ratable vesting requirement • Reward long-term stockholder value creation and encourage retention The target mix for our CEO was: 60% PSUs, 25% stock options, and 15% RSUs, to further emphasize the importance of long-term stockholder value creation.	Payout of 2016 PSUs is not yet determined, given their 2-year performance goals. Previously, PSUs had 1-year performance goals. The Non-Fuel Price Sensitive Revenue metric recognizes the importance of revenue diversification for our business, given the impact volatile fuel prices can currently have on our business results.	~~Payout of 2015 PSUs was 73% of target.~~ ~~Given the strategic importance of growing sales, we included a revenue performance measure in both our short-term and long-term incentive programs.~~ ~~PPG Adjusted Revenue reflects top line financial performance, which we believe is a strong indicator of our long-term ability to drive stockholder value.~~

Table of Contents

Pay Mix. The majority of CEO compensation is variable (“at risk”). For ~~2015, 81%~~2016, 83% of target total direct compensation was variable for our CEO. This directly ties pay to company performance outcomes, including financial results, strategic initiatives, and stock price performance.

~~2015~~2016 CEO Pay Mix

The majority of the compensation for the remaining NEOs is also variable and tied directly to Company performance outcomes, as described above.

Key Compensation Practices. Key executive compensation practices are summarized below. We believe these practices promote alignment with the interests of our stockholders.



What We Do
ü	Directly link pay to performance outcomes, operational results and stockholder returns
ü	Target total direct compensation (base / cash bonus / long-term incentives) within a competitive range of the market median
ü	Maintain a cap on CEO incentive compensation payouts (200 percent of target)
ü	Have stock ownership guidelines for NEOs, including a retention requirement until stock ownership guideline is achieved
ü	Double-trigger change-in-control severance benefits
ü	Anti-hedging policy for all executive officers
ü	Review share utilization annually
ü	Offer executives the same health and welfare benefits as other salaried employees
ü	Devote ~~significant~~ time to management succession and leadership development efforts
ü	Design incentive compensation plans to optimize tax deductibility
ü	Utilize an independent compensation consultant



What We Don’t Do
X	No payment of dividends or dividend equivalents on unearned RSUs or PSUs
X	No excise tax gross-ups upon a change-in-control
X	No re-pricing of underwater stock options without stockholder approval
X	No excessive severance or change-in-control benefits
X	No perks are presently offered

Process for Determining Executive Compensation

Compensation Committee. The Compensation Committee, composed solely of independent directors and referred to in this CD&A as the Committee, is responsible for our executive officer compensation decisions. The Committee works closely with its independent consultant and management to examine pay and performance matters throughout the year. The Committee held 8 meetings over the course of ~~2015,~~2016, all of which included an executive session without management present. The

Table of Contents

Committee charter may be accessed through the “Governance” link found on our website at: http://ir.wexinc.com/phoenix.zhtml?c=186699&p=irol-govhighlights.

In the first quarter of each fiscal year, the Committee reviews the Board’s assessment of the CEO's performance with the CEO and reviews the Company's results for the prior year. In addition, the Committee approves the following, as explained below:

•changes to executive base salaries and incentive targets, if any, for the current year;

•STIP payout, if any, for the previous fiscal year;

•STIP design and targets for the current fiscal year;

•vesting of performance-based restricted stock units granted under the LTIP, if any, for previous years; and

•LTIP metrics, targets and grants for the current fiscal year.

Agenda items for the second quarter vary each year but always include a review of Company performance and progress toward the achievement of incentive plan targets. Typically, this also includes a retrospective assessment of the senior executive pay versus performance relationship.

The Committee generally conducts its annual review of executive compensation in the third or fourth quarter of each year. The Committee is provided a report from its independent compensation consultant who compares the compensation of Company executives to a peer group of companies ~~details appropriate~~and survey data and provides recommendations for compensation actions.

In the final quarter of each fiscal year, management generally presents the Committee with recommended executive compensation changes for each element of compensation.

The design of the STIP and LTIP is typically discussed over multiple meetings prior to the actual approval of the plans in the first quarter of each year. The discussions generally focus on the metrics to be utilized, the difficulty of the performance goals and the weightings for each metric. Other items that are addressed on an annual basis include a review of the Committee's charter, compliance with executive and director stock ownership guidelines, market trends, and a compensation-related risk assessment.

The Compensation Committee has delegated to a subcommittee (i) its responsibility under the Company's 2010 Equity Incentive Plan with respect to the approval of acquisitions and dispositions of Company securities by officers and directors of the Company for purposes of Section 16(b) of the Exchange Act and (ii) its authority to approve performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code of 1986, as amended, or the Code. The members of the subcommittee are Jack VanWoerkom, Shikhar Ghosh and Reggie Sommer each of whom satisfies the requirements of a “non-employee director” for purposes of Section 16 of the Exchange Act and an "outside director" for purposes of Section 162(m) of the Code.

Executive Management. Our ~~SVP, Human Resources and~~ SVP and General Counsel, acting under the supervision of the CEO and working with members of our Human Resources, Legal and Finance departments, ~~are~~is responsible for coordinating and ~~implementing~~overseeing the implementation of executive compensation with the SVP, Human Resources, and discussing significant proposals or topics impacting executive compensation at WEX with the Committee. This includes development of compensation recommendations, in accordance with the compensation philosophy and policies more fully described elsewhere in this CD&A. The ~~CEO, CFO,~~following members of management are generally invited to and attend Committee meetings: the CEO; CFO; SVP and General ~~Counsel and Corporate Secretary,~~Counsel; SVP, Human ~~Resources,~~Resources; and, VP, Corporate Securities ~~Counsel are invited to, and generally do, attend Committee meetings.~~Counsel.

The Committee has exclusive authority for approving the compensation of the CEO and the other NEOs. The CEO meets with the Committee and the compensation consultant to discuss company and individual performance objectives and outcomes, and review compensation recommendations for executive officers directly reporting to her, including the other NEOs. Thereafter, the Committee meets privately with its independent compensation consultant to review and determine compensation of our CEO. In addition, the Committee sets the targets each year for compensation plan performance for our officers; management provides input and recommendations with respect to such targets, as well as information and analyses, as requested by the Committee.

Independent Compensation Consultant. The Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. During ~~2015,~~2016, the Committee continued to directly retain Compensation Advisory Partners LLC ("CAP") as its independent compensation consultant. The scope of the work done by CAP for the Committee at its direction included:

Table of Contents

Preparing analyses and recommendations to inform the Committee’s decisions related to executive and director compensation;

Providing updates on market trends and the regulatory environment, as they relate to executive and director compensation;

Reviewing and commenting on management proposals presented to the Committee; and

Working with the Committee to validate the pay-for-performance relationship, and support alignment with stockholders.

The Committee assessed the independence of CAP pursuant to SEC and NYSE rules, and concluded that no conflict of interest exists that would prevent CAP from providing independent advice to the Committee. CAP will not perform other services for WEX without the consent of the Chair of the Committee. CAP meets with the Committee Chair and the Committee outside the presence of management. In addition, CAP participates in all of the Committee’s meetings and, when requested by the Committee Chair, in preparatory meetings and executive sessions.

Total Compensation - Objectives and Philosophy

Objectives. Our compensation programs are designed and administered to balance the achievement of near-term operational results and long-term growth goals with the ultimate objective of increasing long-term stockholder value. The principal elements of an executive’s total compensation consist of: base salary, annual cash bonus, and long-term incentives.

Compensation Philosophy. Generally, we target total direct compensation (salary, annual bonus and long-term incentives) within a competitive range of the market median. Sustained performance may be recognized in individual pay components. Pay may vary above or below target based on actual performance outcomes. Variations in total direct compensation among the NEOs reflect differences in competitive pay for their respective positions as well as the size and complexity of the business units or functions they oversee, the performance of those business units or functions, and individual performance.

~~2015~~2016 Total Direct Compensation

We structure NEO total direct compensation so that the majority is delivered in the form of equity awards, in order to provide incentives to work towards ~~growth of~~ long-term ~~profitability~~top and bottom line growth that will enhance stockholder returns and to align our NEOs' compensation directly with our stockholders' interests. We also structure NEOs’ cash compensation so that a significant portion is at risk under the company’s short-term incentive plan, payable primarily based on enterprise and business unit results, and to a lesser degree based on individual performance. We further detail each component of total direct compensation below.

Base Salary. We review base salaries annually, but we do not necessarily award salary increases each year. In determining base salary levels for executive officers, the Committee considers the following qualitative and quantitative factors: job level and responsibilities, relevant experience, individual performance, recent corporate and business unit performance, internal equity, and our objective of paying competitive total direct compensation if performance is met. From time to time base salaries may be adjusted other than as a result of an annual review, in order to address competitive pressures or in connection with a promotion. Year-end NEO salaries were as follows:

Table of Contents

Name
NEOs Base Salary Rationale for Increase
2014 2015
% Increase
(2014-2015)
Smith, Melissa D.
CEO & President
$525,000 $565,000 8% Market-based adjustment; below median
Elder, Steven A.
SVP & CFO
$335,000 $335,000 —
Hogan, George W.
SVP, International
$300,000 $308,000 3% Market-based adjustment; below median
Janosick, Kenneth W.
SVP and GM, Global Fleet Direct
— $310,000 — Not a NEO in 2014
Rapkin, Hilary A.
SVP, General Counsel and Corporate Secretary
$325,000 $355,000 9% Market-based adjustment; below median
Average: 5%



Name	NEOs Base Salary			Rationale for Increase
	2015	2016	% Increase (2015-2016)
Smith, Melissa D. CEO & President	$565,000	$700,000	24%	Market-based adjustment; below median
Simon, Roberto R. SVP & CFO	$—	$500,000	—%	New Hire in 2016
Young, Jeff A. SVP and GM, WEX Health	$—	$450,000	—%	Not a NEO in 2015
Hogan, George W. SVP, International	$308,000	$325,000	6%	Market-based adjustment; below median
Janosick, Kenneth W. SVP and GM, Global Fleet Direct	$310,000	$325,000	5%	Market-based adjustment; below median

Short-Term Incentive Plan ("STIP"). Our Annual Incentive Plan, structured under the 2015 Section 162(m) Performance Incentive Plan ("PIP"), is designed to motivate our NEOs to drive profitable company growth, while diversifying Company revenues, by measuring the NEOs performance against our plans at the corporate and business unit level, with the potential for individual adjustment for NEOs ~~(excluding the CEO)~~ as described below. The PIP was approved by our stockholders in 2015 and is designed to give us flexibility to potentially maximize the tax deductibility of certain incentives as performance-based awards under Section 162(m) of the Internal Revenue Code of 1986, as amended (“Section 162(m)"), as further described below under the “Tax and Accounting Considerations” section.

We establish a cash bonus target for each executive officer based upon their position within the company, responsibility and competitive cash bonus opportunities for similar positions at other companies. Final actual payouts may range from 0% to 200% of the target bonus opportunity based on actual performance outcomes. The following tables describe ~~2015~~2016 NEO performance goals, results for each component of the bonus, and the actual cash bonus award for each NEO.



Weighting by NEO
Corporate Goals	M. Smith	R. Simon	J. Young	G. Hogan	K. Janosick
Corporate Financial Goals
Corporate PPG Adjusted Revenue	50%	50%	20%	20%	20%
Corporate Operating Income	50%	50%	20%	20%	20%
Business Unit Financial Goals
Fleet PPG Adjusted Revenue	—	—	—	—	25%
Fleet Operating Income	—	—	—	—	35%
Healthcare Revenue	—	—	35%	—	—
Healthcare Operating Income	—	—	25%	—	—
International PPG Adjusted Revenue	—	—	—	35%	—
International Operating Income	—	—	—	25%	—
STIP payout as a percentage of target based on 2016 performance	122.7%	122.7%	120.8%	104.7%	150.9%

Table of Contents

Company Goals
Threshold
(50% payout)
Target Performance Goal (100% payout)
Maximum
(200% payout)
Strategic Objective
Weight
Actual Performance Payout based on Actual 2015 Performance
Adjusted Net Income⁽¹⁾⁽²⁾
$172,610,000 $202,444,000 $230,786,000 50% $186,327,121 73%
PPG Adjusted Revenue⁽³⁾⁽⁴⁾
$845,489,000 $892,460,000 $937,082,000 20% $866,046,646 71.9%
Pre-tax ANI Margin %⁽¹⁾⁽³⁾
34% 36% 37% 15% 35% 72%
Revenue Diversification⁽²⁾⁽⁵⁾

$7,084,000 $11,807,000 $15,113,000 15% $12,362,903 117%
Weighted Average Payout 79.2%



	Performance Goals
Company Goals	Threshold (50% payout)	Target Performance Goal (100% payout)	Maximum (200% payout)	Strategic Objective Weight	Actual Performance	Payout based on Actual 2016 Performance
PPG Adjusted Revenue⁽¹⁾	$858,200,000	$905,700,000	$951,000,000	50%	$911,059,000	111.8%
Operating Income⁽²⁾	$223,600,000	$298,100,000	$357,700,000	50%	$318,177,000	133.6%
Weighted Average Payout						122.7%

~~Company Goals~~

⁽¹⁾ PPG Adjusted ~~Net Income (“ANI”) means: Adjusted Net Income~~Revenue means 2016 revenue as reported in the ~~Company’s~~ Form 10-K filing reporting the Company’s results for the performance period (the “10-K ANI”). Notwithstanding the foregoing, in order to determine the level of performance for purposes of this Program, the Compensation Committee shall adjust the 10-K ANI by the following items (if any): losses from discontinued operations, budgeted income not realized post-closing date of divestitures, the cumulative effects of changes in Generally Accepted Accounting Principles, the results from non-budgeted acquisitions, any one-time charge or dilution resulting from any acquisition or divestiture, the effect of changes to our effective federal or state tax rates,

~~extraordinary items of loss or expense, any other unusual or nonrecurring items of loss or expense, including restructuring charges, and the related tax impacts.~~

⁽²⁾ ~~Excludes impact of budgeted severance cost.~~

⁽³⁾~~To the extent differences in foreign exchange rates impact PPG adjusted revenue and/or adjusted net income by more than 10% versus budgeted amounts, excess impacts are ignored for calculation impacts.~~

⁽⁴⁾~~PPG Adjusted Revenue means: 2015 Revenue as reported in the Company’s Form 10-K filing reporting the Company’s~~Company's results for the performance period adjusted for the difference between 2016 reported ~~2015 PPG~~fuel prices and Board-approved, budgeted ~~2015 PPG of $2.62~~2016 fuel price assumptions. The results were further adjusted for: acquisition and divestiture related items; unbudgeted pricing changes; and, unbudgeted accounting reclassifications.

⁽²⁾ Operating Income means 2016 operating income as reported in the Form 10-K filing reporting the Company's results for the USperformance period adjusted for: acquisition and ~~$4.47 for Australia.~~

⁽⁵⁾ ~~New sources of revenue including: fees (i.e. reactivation, paper, Truck Stop), currency conversion, return payments, media or~~divestiture-related items; stock-based compensation; restructuring and other ~~new vertical. Excludes impact of acquisitions.~~costs; a vendor settlement; and, acquisition and divestiture related items.

The funded STIP payout, based on the ~~four~~ financial metrics and pre-set goals described above, may be adjusted for each NEO (excluding the CEO) through an individual performance modifier, down to 75% or up to 125%, with no payout greater than 200% of target. The adjustment is made based on an assessment of performance versus pre-defined, often quantitative individual goals. The modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP-funded dollars (0-200% of target) that is determined based on the ~~four~~ financial metrics listed above. The ~~pre-defined~~pre-definited goals, which are generally quantitative, used to determine individual modifiers for the ~~non-CEO~~ NEOs were based on the following criteria:

~~Steven Elder~~Roberto Simon: Investor outreach, exposure to and management of foreign exchange rates, as well as general leadership competencies

Jeff Young: Benaissance integration plan and performance, WEX Health strategy and integration execution, as well as general leadership competencies

George Hogan: ~~Contract signings, international~~New business development, system development, European strategy ~~execution,~~advancement, as well as general leadership competencies

Kenneth Janosick: Revenue per transaction ~~as well as general leadership competencies~~

~~Hilary Rapkin: Expansion of legal and compliance model given~~ growth, ~~in geographic footprint, talent development, expense control,~~global fleet roadmap, mobile strategy, EFS synergies, as well as general leadership competencies

Our CEO makes individual modifier recommendations to our Committee for all of the other NEOs, for consideration and approval by the Committee. With respect to the ~~2015~~2016 individual performance modifiers outlined below, our CEO considered the following generally quantitative accomplishments during ~~2015:~~2016:

~~Steven Elder: No modifier was applied in the case of Mr. Elder.~~

~~George Hogan~~Roberto Simon: As a result of Ms. Smith’s overall assessment of Mr. ~~Hogan’s~~Simon’s success against his pre-defined individual goals, which included ~~significant over-performance against international revenue~~strategic planning, profitability and ~~operating income objectives in 2015,~~infrastructure initiatives, a positive individual modifier (of ~~+12%~~+5%) was recommended by Ms. Smith for Mr. Simon, as shown in the chart below.

Jeff Young: No modifier was applied in the case of Mr. Young.

George Hogan: As a result of Ms. Smith’s overall assessment of Mr. Hogan’s successes against his pre-defined individual goals, especially with regard to new business and profitability initiatives, a downward individual modifier (of -10%) was recommended by Ms. Smith for Mr. Hogan, as shown in the chart below.

Kenneth Janosick: As a result of Ms. Smith’s overall assessment of Mr. Janosick’s successes against his pre-defined individual goals, especially with regard to his leadership of ~~significant~~ pricing modernization initiatives, a positive individual modifier (of ~~+8%~~+5%) was recommended by Ms. Smith for Mr. Janosick, as shown in the chart below.

~~Hilary Rapkin: No modifier was applied in the case~~

Table of ~~Ms. Rapkin.~~Contents

As stated above, the individual modifier, across our executive leadership team, is intended to generally function within the “pool” of STIP funded dollars (0-200% of target) that is determined based on the ~~four~~ financial metrics listed above. Therefore, while no individual modifier, a positive individual modifier, or a ~~positive~~downward individual modifier was applied across the NEO group, other members of the executive leadership team also received individual modifiers ~~including downward adjustments,~~ to generally balance total incentive spend against STIP funded dollars.


Name	2015 FYE Salary	Bonus Eligible Compen-sation	Threshold	Target	Maximum	Payout based on 2015 Corporate Performance	Individual Performance Modifier	Actual 2015 STIP Award Earned	2016 FYE Salary	Bonus Eligible Compen-sation	Threshold	Target	Maximum	Payout based on 2016 Corporate Performance	Individual Performance Modifier	Actual 2016 STIP Award Earned
M. Smith	$565,000	$570,384	$285,192	$570,384	$1,140,769	79.2%	n/a	$451,745	$700,000	$674,039	$393,558	$787,115	$1,574,231	122.7%	n/a	$965,791
S. Elder	$335,000	$347,885	$95,668	$191,337	$382,673	79.2%	—%	$151,539
R. Simon									$500,000	$423,077	$158,654	$317,308	$634,615	122.7%	5%	$408,803
J. Young									$450,000	$450,000	$150,750	$301,500	$603,000	120.8%	—%	$364,212
G. Hogan	$308,000	$318,308	$79,577	$159,154	$318,308	79.2%	12.0%	$141,176	$325,000	$321,731	$106,683	$213,365	$426,731	104.7%	(10)%	$201,055
K. Janosick	$310,000	$320,000	$72,000	$144,000	$288,000	79.2%	8.0%	$123,172	$325,000	$322,115	$105,288	$210,577	$421,154	150.9%	5%	$333,649
H. Rapkin	$355,000	$362,884	$90,721	$181,442	$362,884	79.2%	—%	$143,702



¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material under §240. 14a-12
WEX INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ	No fee required.
¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
	(1)	Title of each class of securities to which transaction applies:

	(2)	Aggregate number of securities to which transaction applies:

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	(4)	Proposed maximum aggregate value of transaction:

	(5)	Total fee paid:

¨	Fee paid previously with preliminary materials.
¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:



Voting Your Shares	1
Governance	2
Item 1: Election of Directors	2
The Board of Directors	3
Members of the Board of Directors	4
Number of Directors and Terms	89
Board and Committee Meetings	89
Compensation Committee Interlocks and Insider Participation	1011
Director Compensation	1011
~~2015~~2016 Director Compensation	1112
Non-Employee Director Ownership Guidelines	1112
Principal Stockholders	1213
Amount and Nature of Shares Beneficially Owned	1213
Director Independence	1416
Director Nominations and Recommendations	1416
Communications with the Board of Directors	1618
Compensation	1719
Executive Officers	19
Item 2: Advisory Vote on Executive Compensation	1721
Item 3: Advisory Vote on the Frequency of Future Advisory Votes on Executive ~~Officers~~Compensation	1822
Executive Compensation	1922
Compensation Discussion and Analysis	1922
Executive Summary	1923
Process for Determining Executive Compensation	2327
Total Compensation - Objectives and Philosophy	2428
~~2015~~2016 Total Direct Compensation	2428
Peer Group	2832
Strong Say on Pay Support and Stockholder Engagement	2933
Changes for ~~2016~~2017	3033
Other Compensation Program and Governance Features	3133
Compensation Committee Report	3335
~~2015~~2016 Summary Compensation Table	3436
All Other Compensation	3537
~~2015~~2016 Grants of Plan-Based Awards	3638
Outstanding Equity Awards at ~~2015~~2016 Fiscal Year End	3739
~~2015~~2016 Option Exercises and Stock Vested	3941
~~2015~~2016 Non-qualified Deferred Compensation	4042
Employment Agreements, Severance and Change in Control Benefits	4244
Potential Payments Upon Termination of Employment	4346
Securities Authorized for Issuance under Equity Compensation Plans	4548
Section 16(A) Beneficial Ownership Reporting Compliance	4548
Certain Relationships and Related Transactions	4548
Item 3:4: Ratification of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for Fiscal Year ~~2016~~2017	4751
Audit Committee Report	4852
Independent Registered Public Accountant	4953
Auditor Selection and Fees	4953
Other Business	5054
Information About Voting Procedures	5155
Appendix A	5560



Finance, accounting, or reporting experience. Directors with an understanding of finance and financial reporting processes are valued on our Board because of the importance we place on accurate financial reporting and robust financial controls and compliance. We also seek to have a number of directors who qualify as audit committee financial experts.	Global or international business experience. Because our company is a global organization, directors with broad international exposure provide useful business and cultural perspectives. We seek directors who have had relevant experience with multinational companies or in international markets.
Legal or regulatory experience. Directors who have had legal or regulatory experience provide insights into addressing significant legal and public policy issues, particularly in areas related to our company’s business and operations. Because our company’s business requires compliance with a variety of regulatory requirements across a number of countries, our Board values directors with relevant legal or regulatory experience.	Leadership experience. We believe that directors who have held significant leadership positions over an extended period, especially CEO positions, provide the company with unique insights. These people generally possess extraordinary leadership qualities, and the ability to identify and develop those qualities in others. They demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth.
Business development and M&A experience. Directors with a background in business development and in M&A provide insight into developing and implementing strategies for growing our business. Useful experience in this area includes skills in analyzing the “fit” of a proposed acquisition with a company’s strategy, the valuation of transactions, and assessing management’s plans for integration with existing operations.	Technology experience. As a technology company and leading innovator, we seek directors with backgrounds in technology and cybersecurity because our success depends on developing, investing in and protecting new technologies and ideas.
Marketing or public relations experience. Directors, who have had relevant experience in marketing, brand management, and public relations, especially on a global basis, provide important insights to our Board.	Industry experience. We seek to have directors with experience in the payments, travel and healthcare industries in which we participate.



George L. McTavish	Age 7475 Class I Director Since 2007 Term Expires 2018
Mr. McTavish currently sits on the Advisory Board of Clayton Associates, which makes early stage investments in healthcare and technology companies, where he has served since March 2014. From October 2004 until October 2012, Mr. McTavish served as the Chairman and Chief Executive Officer of Source Medical Corporation, an outpatient information solutions and service provider for ambulatory surgery centers and rehabilitation clinics. Before joining Source Medical, Mr. McTavish served as Chairman and Chief Executive Officer of BenView Capital, a private investment company, from December 2001 to October 2004. Prior to BenView, Mr. McTavish was a full-time consultant for Welsh Carson Anderson & Stowe, an investment buy-out firm in New York City. From 1987 to 1997, Mr. McTavish was Chairman and Chief Executive Officer of Comdata, a provider of information services, financial services and software to the transportation industry. Following the acquisition of Comdata Corporation by Ceridian Corporation in 1995, he was also named as an Executive Vice President of Ceridian. He had joined Comdata after serving as Chairman and Chief Executive Officer of Hogan Systems, a provider of enterprise software systems to the banking and financial services industries. Mr. McTavish is also a member of the boards of directors of several private businesses. The Board concluded that Mr. McTavish is well suited to serve as a director of the Company because of his leadership experience as the Chairman and CEO of an information services company and experience as the CEO of several large organizations. In addition the Board benefits from his deep knowledge of the payments, fleet and healthcare industries and experience in business development and financial and technology industries.

Regina O. Sommer	Age 5859 Class I Director Since 2005 Term Expires 2018
Since March 2005, Ms. Sommer has been a financial and business consultant. From January 2002 until March 2005, Ms. Sommer served as Vice President and Chief Financial Officer of Netegrity, Inc., a leading provider of security software solutions, which was acquired by Computer Associates International, Inc. in November 2004. From October 1999 to April 2001, Ms. Sommer was Vice President and Chief Financial Officer of Revenio, Inc., a privately-held customer relationship management software company. Ms. Sommer was Senior Vice President and Chief Financial Officer of Open Market, Inc., an Internet commerce and information publishing software firm, from 1997 to 1999 and Vice President and Chief Financial Officer from 1995 to 1997. From 1989 to 1994, Ms. Sommer was Vice President at The Olsten Corporation and Lifetime Corporation, providers of staffing and healthcare services. From 1980 to 1989, Ms. Sommer served in various positions from staff accountant to senior manager at PricewaterhouseCoopers. Ms. Sommer served on the Board of SoundBite Communications, Inc., from 2006 until May 2012, where she was the chair of the Audit Committee and a member of the Compensation Committee. In addition, she has sat on the board of Insulet Corporation since 2008, a publicly held provider of an insulin infusion system for people with insulin-dependent diabetes. She also serves on Insulet’s Audit Committee and ~~is the chair of the~~ Nominating and Governance Committee. Ms. Sommer also sat on the Board of ING Direct from January 2008 until February 2012, and served as a member of the Audit, Risk Oversight and Investment and the Governance and Conduct Review Committees. The Board concluded that Ms. Sommer is well suited to serve as a director of the Company because of her past leadership experience as the Chief Financial Officer of two publicly-traded companies. In addition, she brings significant financial expertise across a broad range of industries relevant to the Company’s business, including banking, software development and auditing. She also adds value from her experience in business development.

John E. Bachman	Age 61 Class I Director Since 2016 Term Expires 2018
Mr. Bachman was a partner at the accounting firm of PricewaterhouseCoopers LLP (“PwC”), a firm that focuses on audit and assurance and tax and consulting services, from 1989 to 2015. At PwC, in addition to audit partner work, Mr. Bachman served from July 2007 to November 2013 as the operations leader of the firm’s U.S. Assurance Practice with full operational and financial responsibility for this $4 billion line of business, which included the firm’s audit and risk management practices. Mr. Bachman earlier served for three years as the firm’s strategy leader, where he was responsible for strategic planning across business units, geographies and industries. As an audit partner, Mr. Bachman focused on companies in the industrial manufacturing, financial services, publishing, healthcare and other industries. Mr. Bachman sits on the Board of The Children’s Place, Inc., a children’s specialty apparel retailer. Mr. Bachman received an MBA from the Harvard University Graduate Business School and a bachelor’s degree from Bucknell University. The Board concluded that Mr. Bachman is well suited to serve as a director of the Company because of his extensive background in auditing, as well as his strategy and operations experience with C-level executives, which will benefit WEX’s vision of global expansion now and in the future.

Shikhar Ghosh	Age 58 59 Class II Director Since 2005 Term Expires ~~2016~~2019
~~Since August 2008,~~ Mr. Ghosh ~~has been~~is a Professor inof Management Practice at the ~~Entrepreneurial Management Unit of~~ Harvard Business School. He has been on the faculty since August 2008. Mr. Ghosh is also currently ~~the Chairman of Rave Mobile Safety, a venture-backed company which builds mobile applications for universities and~~ on the board of Decision Resources Group, a leading provider of information services to the healthcare ~~industry.~~industry and Evidence Action, a non-profit organization that provides health services to over 200 million children across multiple countries. From June 2006 until December 2007, Mr. Ghosh was the Chief Executive Officer of Risk Syndication for the Kessler Group, where he enabled bank clients and their endorsing partners to market credit cards. From June 1999 to June 2004, Mr. Ghosh was Chairman and Chief Executive Officer of Verilytics Technologies, LLC, an analytical software company focused on the financial services industry. In 1993, Mr. Ghosh founded Open Market, Inc., an Internet commerce and information publishing software firm. From 1988 to 1993, Mr. Ghosh was the Chief Executive Officer of Appex Corp., a technology company that was sold to Electronic Data Systems Corporation in 1990. From 1980 until 1988, Mr. Ghosh served in various positions with The Boston Consulting Group, and was elected as a worldwide partner and a director of the firm in 1988. The Board concluded that Mr. Ghosh is well suited to serve as a director of the Company because of his experience with various technology related ventures and record of founding companies that have operated in emerging technology markets. Mr. Ghosh's qualifications to serve on the Board include his academic experience and executive management, business development and leadership experience, as the Chairman and CEO of various companies.



Jack VanWoerkom	Age 6263 Class I Director Since 2005 Term Expires 2018
Mr. VanWoerkom has served as an Operating Partner at Highland Consumer Fund, which invests in growth-oriented consumer-facing businesses, including specialty retail, e-commerce, consumer products and consumer service companies, since June 2015. From June 2011 until June 2015, he was retired. From June 2007 until his retirement in June 2011 Mr. VanWoerkom was employed by The Home Depot, Inc., a home improvement retailer, as Executive Vice President, General Counsel and Corporate Secretary. Previously, Mr. VanWoerkom served as Executive Vice President, General Counsel and Secretary of Staples, Inc., an office supply retailer, from March 2004 to June 2007. Before that, Mr. VanWoerkom was Senior Vice President, General Counsel and Secretary of Staples from March 1999 to March 2004. The Board concluded that, due to his experience as a general counsel and an executive officer of several companies, Mr. VanWoerkom is well suited to serve as a director of the Company. Specifically, his experience with legal, regulatory, corporate governance and corporate transactions, including mergers and acquisitions, provides a valuable point of view on the board. Mr. VanWoerkom brings an international perspective to the Board owing to his experience with managing global suppliers and international operations.



James Neary	Age 52 Class II Director Since 2016 Term Expires 2019
Mr. Neary is a managing director of Warburg Pincus, a stockholder of our Company, which he joined in 2000. Mr. Neary has served as co-head of the Industrial & Business Services team since June 2013 and is also a member of the firm’s executive management group. From 2010 to June 2013, Mr. Neary led the firm’s late-stage efforts in the technology and business services sectors in the U.S. Prior to that, from 2004 to 2010, he was co-head of the technology, media and telecommunications investment efforts in the U.S. From 2000 to 2004, Mr. Neary led the firm’s Capital Markets activities. Before joining Warburg Pincus, he was a managing director at Chase Securities, an investment advisory firm. Mr. Neary has been the Chairman of Endurance International Group, a web presence solutions company, since December 2011 and Hygiena, a manufacturer of food safety devices, since August 2016. He is also a director of several private companies and a trustee of The Mount Sinai Health Systems. Mr. Neary has previously served on the boards of Fidelity National Information Services, Inc., a bank technology processing company, from October 2009 to October 2013, Coyote Logistics, a truck brokerage business now owned by UPS, from November 2007 to September 2015 and Interactive Data Corporation, a firm providing financial market data and analytics and now owned by Intercontinental Exchange, from July 2010 to December 2015. The Board concluded that Mr. Neary is qualified to serve as a director of the Company due to his extensive knowledge of the payments industry, strategy and business development and his wide-ranging experience as a director and as chairman of other companies and his perspective as the representative of a substantial shareholder.

Kirk P. Pond	Age 7172 Class II Director Since 2005 Term Expires ~~2016~~2019
From June 1996 until May 2005, Mr. Pond was the President and Chief Executive Officer of Fairchild Semiconductor International, Inc., one of the largest independent, international semiconductor companies. He was the Chairman of the Board of Directors of that company from March 1997 until June 2006 and retired from its board in May 2007. Prior to Fairchild Semiconductor’s separation from National Semiconductor, Mr. Pond held several executive positions with National Semiconductor, including Executive Vice President and Chief Operating Officer and was in the office of the President. Mr. Pond had also held executive management positions with Texas Instruments, a global semiconductor design & manufacturing company, and Timex Corporation, a watch and jewelry manufacturing company, and is ~~also~~ a former director of the Federal Reserve Bank of Boston. Mr. Pond has been a director of Brooks Automation, Inc., a leading worldwide provider of automation solutions and integrated subsystems to the global semiconductor and related industries, since 2007, where he serves on the human resources and compensation committee and the finance ~~committees.~~committee. Mr. Pond has also been a director of Sensata Technologies Holding N.V., a sensor and electrical protection device manufacturer, since March 2011 and serves on ~~the audit committee,~~ the nominating and governance committee and is the chair of the compensation committee. The Board concluded that Mr. Pond is well suited to serve as a director of the Company because of his experience directing a large, publicly traded company with international operations and experience with the technology industry. The Board benefits from Mr. Pond’s number of years of leadership and global experience and expertise in corporate strategy and restructuring and from his organizational acumen. In addition, Mr. Pond provides considerable operational, strategic planning and leadership experience to the Board.

Melissa D. Smith	Age 4748 Class II Director since 2014 Term expires ~~2016~~2019
Ms. Smith assumed the role of Chief Executive Officer and a seat on the Board in January 2014. She has served as the Company’s President since May 2013. Previously, Ms. Smith served as President, The Americas, from April 2011 to April 2013 and as the Company’s Chief Financial Officer and Executive Vice President, Finance and Operations from November 2007 to April 2011. From September 2001 through November 2007, Ms. Smith served as Senior Vice President, Finance and Chief Financial Officer. From May 1997 to August 2001, Ms. Smith held various positions of increasing responsibility with the Company. Ms. Smith began her career at Ernst & Young. The Board concluded that Ms. Smith is well suited to serve as a director of the Company because of her experience with the Company in various positions with increasing responsibilities across all facets of the Company. The Board benefits from the leadership skills, financial expertise and business development expertise of Ms. Smith. Ms. Smith has ~~over 18~~almost 20 years of experience with the Company.




Michael E. Dubyak	Age 6566 Class III Director Since 2005 Term Expires 2017
Mr. Dubyak has served as the Chairman of the Board since ~~January 2015. Prior to that,~~May 2008. Mr. Dubyak also served as the Executive Chairman from January 2014 to December 2014 and our Chief Executive Officer from August 1998 until January 2014. He also served as the President from August 1998 until May 2013. From November 1997 to August 1998, Mr. Dubyak served as our Executive Vice President of U.S. Sales and Marketing. ~~From~~Before that, from January 1994 to November 1997, Mr. Dubyak served us in various senior positions in marketing, sales, business development and customer service. From January 1986 to January 1994, he served as our Vice President of Marketing. Mr. Dubyak has more than 30 years of experience in the business-to-business payments, payment processing, information management services and vehicle fleet and fuel industries. The Board concluded that Mr. Dubyak is well suited to serve as a director of the Company because of his long experience with the Company and knowledge of the fleet card and payment processing industries. Mr. Dubyak has served in various leadership roles with the Company and held senior positions in marketing, marketing services, sales and business development. He has been associated with the Company for over 2930 years.

~~Eric Duprat~~	~~Age 56~~ ~~Class III~~ ~~Director Since 2014~~ ~~Term expires 2017~~
Mr. Duprat assumed a seat on the Board of Directors in March 2014. Mr. Duprat has been the Chief Executive Officer of Faircare, Inc., a company engaged in consumer medical pricing transparency, since December 2014. He was the Chief Executive Officer of Verayo, a mobile security services turnaround firm in San Jose, California, from April 2011 until June 2014. Prior to joining Verayo, Mr. Duprat was the General Manager of Mobile Payments at PayPal, an eBay company, from March 2008 to March 2011. Prior to PayPal, he was the Vice President of Marketing and Business Development at Inside Contactless from April 2006 to February 2008. Before that, Mr. Duprat was a Vice President, and later, Senior Vice President of Global Marketing at Hypercom, an industry leader in payment and networking systems. He has also served as a Director in Hewlett Packard’s VeriFone Division, first in the European, Middle East and African (EMEA) market and then in the United States. The Board concluded that Mr. Duprat is well suited to serve as a director of the Company because he brings with him leadership experience and expertise in the areas of global management, wireless, security and payment systems which benefit the Company.

~~Ronald T. Maheu~~	~~Age 73~~ ~~Class III~~ ~~Director Since 2005~~ ~~Term Expires 2017~~
Mr. Maheu retired in July 2002 from PricewaterhouseCoopers, where he was a senior partner since 1998. Since 2002, Mr. Maheu has been a financial and business consultant. Mr. Maheu was a founding member of Coopers & Lybrand’s board of partners. Following the merger of Price Waterhouse and Coopers & Lybrand in 1998, Mr. Maheu served on both the U.S. and global boards of partners and principals of PricewaterhouseCoopers until June 2001. Mr. Maheu served on the Board of Directors and the Audit, Executive and Governance Committees of CRA International, Inc., an international consulting firm headquartered in Boston, Massachusetts from January 2003 to July 2015. Mr. Maheu currently serves on the Board of Directors and is the Chair of the audit committee and a member of nominating and governance committee of Virtusa Corporation, a global information technology services company. The Board concluded that Mr. Maheu is well suited to serve as a director of the Company because of his experience with public accounting and subsequent experience as a member of the Board of Directors of several publicly-traded companies. He brings to the Board corporate restructuring experience, financial expertise and industry experience along with his leadership skills.




Rowland T. Moriarty	Age 69 70 Class III Director Since 2005 Term Expires 2017
Dr. Moriarty served as the non-executive Chairman of the Board of Directors of WEX Inc. from 2005 until May 2008 and has served as the Vice Chairman and Lead Director since May 2008. He has been the President and Chief Executive Officer of Cubex Corporation, a privately-held consulting company, since 1992. From 1981 to 1992, Dr. Moriarty was a professor of business administration at Harvard Business ~~School. Dr. Moriarty serves~~School and served on the ~~boards~~board of Staples, Inc., an office products company, from 1986 until June 2016. Dr. Moriarty currently serves on the boards of CRA International, Inc., an economic, financial and management consulting services firm, ~~where he serves~~ as Chairman, and Virtusa Corporation, a global information technology services company, since 1986 ~~1986~~ and 2006, respectively. The Board concluded that Dr. Moriarty is well suited to serve as a director of the Company because of his experience across a broad spectrum of industries gained as the Chairman of CRA International, Inc., as well as his experience as a member of the Board of Directors of other publicly-traded companies. He also adds value to the Board from his in-depth industry experience, diversification, merger and acquisition experience and financial expertise.



NAME OF COMMITTEE AND MEMBERS	COMMITTEES OF THE BOARD OF DIRECTORS	NUMBER OF MEETINGS IN ~~2015~~2016
Audit
Regina O. Sommer (Chair) ~~Eric Duprat~~John E. Bachman Ronald T. Maheu George L. McTavish	The Audit Committee must be comprised of at least three independent directors appointed by a majority of the Board. The Audit Committee oversees our accounting and financial reporting processes, the audits of our financial statements and internal control over financial reporting and monitors the Company's enterprise risk management and cybersecurity program. All members of the Audit Committee are independent under the applicable rules of the New York Stock Exchange, or the NYSE, and the Securities and Exchange Commission, or the SEC. In addition, each member of the Audit Committee is required to have the ability to read and understand fundamental financial statements. Unless determined otherwise by the Board, the Audit Committee shall have at least one member who qualifies as an "audit committee financial expert" as defined by the rules of the SEC. Our Board has determined that ~~Mr.~~Messrs. Bachman and Maheu and Ms. Sommer qualify as "audit committee financial experts."	1011
Compensation
Jack VanWoerkom (Chair) Shikhar Ghosh ~~(Chair)~~ ~~Kirk P. Pond~~James Neary Regina O. Sommer ~~Jack VanWoerkom~~	The Compensation Committee must be comprised of at least two independent directors appointed by a majority of the Board. The Compensation Committee oversees the administration of our equity incentive plans and certain of our benefit plans, reviews and administers all compensation arrangements for executive officers and our Board and establishes and reviews general policies relating to the compensation and benefits of our officers and employees. All members of the Compensation Committee are independent under the applicable rules of the NYSE.	8
Corporate Governance
Rowland T. Moriarty (Chair) Eric Duprat ~~Shikhar Ghosh~~Ronald T. Maheu Jack VanWoerkom	The Corporate Governance Committee is comprised of such number of independent directors as our Board shall determine. The Corporate Governance Committee’s responsibilities include identifying and recommending to the Board appropriate director nominee candidates, overseeing succession planning for the CEO and other executive officers and providing oversight with respect to corporate governance matters. All members of the Corporate Governance Committee are independent under the applicable rules of the NYSE.	4

Finance Committee
George L. McTavish (Chair) Michael E. Dubyak Kirk P. Pond	The Finance Committee is comprised of such number of directors as our Board shall determine. The Finance Committee’s responsibilities include advising the Board and the Company’s management regarding potential corporate transactions, including strategic investments, mergers, acquisitions and divestitures. The Finance Committee also oversees the Company’s debt or equity financings, credit arrangements, investments, capital structure and capital policies.	1611

Technology Committee
Shikhar Ghosh (Chair) Eric Duprat James Neary Kirk Pond	The Technology Committee is comprised of such number of directors as our Board shall s determine. The Technology Committee's responsibilities include assisting the Board and Audit Committee in their oversight of the Company’s management of risks regarding technology, data security, disaster recovery, and business continuity. In addition, the Technology Committee focuses on strategy relating to hardware, software, personnel, architecture, organizational structure, management, resource allocation, innovation, and research and development.	2


Annual Chair Cash Retainer	$	87,500	$	87,500
Annual Lead Director Cash Retainer	$	75,000	$	65,000
Annual Director Cash Retainer (other than Chairman and Lead Director)	$	50,000	$	50,000
Audit Committee Chair Cash Retainer	$	30,000	$	30,000
Compensation Committee Chair Cash Retainer	$	20,000	$	20,000
Finance Committee Chair Cash Retainer	$	20,000	$	20,000
Governance Committee Chair Cash Retainer	$	15,000
Corporate Governance Committee Chair Cash Retainer			$	15,000
Technology Committee Chair Cash Retainer			$	20,000
Audit Committee Member Cash Retainer (other than Committee Chair)	$	15,000	$	15,000
Compensation Committee Member Cash Retainer (other than Committee Chair)	$	10,000	$	10,000
Finance Committee Member Cash Retainer (other than Committee Chair)	$	10,000	$	10,000
Governance Committee Member Cash Retainer (other than Committee Chair)	$	7,500
Corporate Governance Committee Member Cash Retainer (other than Committee Chair)			$	7,500
Technology Committee Member Cash Retained (other than Committee Chair)			$	10,000


Name	Fees Earned or Paid in Cash ($)	Stock Awards ⁽¹⁾ ($)	Total ($)	Fees Earned or Paid in Cash ($)	Stock Awards⁽¹⁾ ($)	Total ($)
Michael E. Dubyak ⁽²⁾	$196,778	$147,419	$344,197
John E. Bachman⁽²⁾				$2,528	—	$2,528
Michael E. Dubyak				$97,500	$147,426	$244,926
Eric Duprat	$72,500	$109,886	$182,386	$74,417	$109,982	$184,399
Shikhar Ghosh	$77,500	$109,886	$187,386	$75,938	$109,982	$185,920
Ronald T. Maheu	$75,000	$109,886	$184,886	$67,813	$109,982	$177,795
George L. McTavish	$85,000	$109,886	$194,886	$85,000	$109,982	$194,982
Rowland T. Moriarty	$100,000	$134,908	$234,908	$82,500	$134,974	$217,474
James Neary⁽²⁾				$17,500	—	$17,500
Kirk P. Pond	$70,000	$109,886	$179,886	$68,750	$109,982	$178,732
Regina O. Sommer	$90,000	$109,886	$199,886	$90,000	$109,982	$199,982
Jack VanWoerkom	$67,500	$109,886	$177,386	$71,250	$109,982	$181,232



(1)	This column is the fair value of stock awards granted on May ~~15, 2015.~~13, 2016. The fair value of these awards is determined in accordance with ~~accounting standards~~FASB ASC Topic 718 based on the closing price of our common stock as reported by the New York Stock Exchange on the day that the award is granted. The aggregate number of RSUs outstanding for each director as of December 31, ~~2015~~2016 is as follows: Mr. Dubyak — ~~1249;~~1,693; Mr. Duprat — ~~931;~~1,263; Mr. Ghosh — ~~931;~~1,263; Mr. Maheu — ~~931;~~1,263; Mr. McTavish — ~~931;~~1,263; Dr. Moriarty — ~~1,143;~~1,550; Mr. Pond — ~~931;~~1,263; Ms. Sommer — ~~931;~~1,263; and Mr. VanWoerkom — ~~931.~~1,263.
(2)	~~Mr. Dubyak was not compensated under~~Messrs. Neary and Bachman were appointed in July and September 2016, respectively, and the ~~non-employee Director Compensation Plan until April 1, 2015 as he remained an employee~~amounts represent fees earned by them for the part of the ~~Company until that date. From January 1, 2015 until March 31, 2015, Mr. Dubyak was paid advisory fees at~~year they served on the ~~rate of $49,342 per month for service as an Executive Chairman. Commencing on April 1, 2015, Mr. Dubyak was paid in accordance with the non-employee Director Compensation Plan as described above.~~Board.


Name and Address⁽¹⁾	Common Stock Owned ⁽²⁾	Right To Acquire⁽³⁾	Total Securities Beneficially Owned ⁽³⁾	Percent of Outstanding Shares		Common Stock Owned ⁽²⁾	Right To Acquire⁽³⁾	Total Securities Beneficially Owned ⁽³⁾	Percent of Outstanding Shares
Principal Stockholders:
Wellington Management Company, LLP⁽⁴⁾	3,588,265	—	3,588,265	9.3	%
Warburg Pincus LLC⁽⁴⁾						3,850,810		3,850,810	9	%
450 Lexington Avenue
New York, NY 10017
Wellington Management Company, LLP⁽⁵⁾						3,806,565	—	3,806,565	8.9	%
280 Congress Street
Boston, MA 02210
BlackRock Inc.⁽⁵⁾	2,558,410	—	2,558,410	6.6	%
55 East 52nd Street
New York NY 10022
The Vanguard Group, Inc.⁽⁶⁾	2,633,784	—	2,633,784	6.8	%	2,937,967	—	2,937,967	6.9	%
100 Vanguard Blvd
Malvern, PA 19355
BlackRock Inc.⁽⁷⁾						2,842,055	—	2,842,055	6.7	%
55 East 52nd Street
New York NY 10022
Janus Capital Management LLC⁽⁸⁾						2,754,125	—	2,754,125	6.4	%
151 Detroit Street
Denver, Colorado 80206
Executive Officers and Directors:
Melissa D. Smith	49,910	10,239	60,149	*		70,380	—	70,380	*
Steven A. Elder	13,917	5,287	19,204	*
Kenneth W. Janosick	6,710	682	7,392	*
Hilary A. Rapkin	10,507	634	11,141	*
George W. Hogan	16,063	682	16,745	*
Michael E. Dubyak	85,167	—	85,167	*
Roberto Simon						4,137	—	4,137	*
Jeffrey Young						4,599	—	4,599	*
George W. Hogan⁽⁹⁾						20,304	—	20,304	*
Kenneth Janosick						13,817	—	13,817	*
John E. Bachman						—	—	—	*
Michael E. Dubyak⁽¹⁰⁾						64,416	1,693	66,109	*
Eric Duprat	1,762	—	1,762	*		1,593	1,263	2,856	*
Shikhar Ghosh	3,712	—	3,712	*		3,712	1,263	4,975	*
Ronald T. Maheu	8,482	—	8,482	*		9,413	1,263	10,676	*
George L. McTavish	9,441	—	9,441	*		10,021	1,263	11,284	*
Rowland T. Moriarty⁽⁷⁾	58,065	—	58,065	*
Kirk P. Pond⁽⁸⁾	28,070	—	28,070	*
Rowland T. Moriarty⁽¹¹⁾						59,208	1,550	60,758	*
James Neary⁽¹²⁾						3,850,810	—	3,850,810	9	%
Kirk P. Pond⁽¹³⁾						28,070	1,263	29,333	*
Regina O. Sommer	4,152	—	4,152	*		5,083	1,263	6,346	*
Jack VanWoerkom	10,582	—	10,582	*		3,113	1,263	4,376	*
Directors and Executive Officers as a Group (17 Persons) ⁽⁹⁾	313,288	19,083	332,371	*
Directors and Executive Officers as a Group (21 Persons) ⁽¹⁴⁾						3,851,205	12,084	3,851,217	*


~~(8)~~
(12)	Mr. Neary became a director of the Company on July 5, 2016, and is a Member of WP & Company US and a Managing Director and Member of WP LLC. As such, Mr. Neary may be deemed to have an indirect pecuniary interest in an indeterminate portion of the securities reported as beneficially owned by Mustang Holdco. Mr. Neary disclaims beneficial ownership of such securities, except to the extent of any direct pecuniary interest therein. Mr. Neary does not directly own any shares of Common Stock in the Company.
(13)	Includes 2,500 shares held indirectly through the Pond Family Foundation; 700 shares held indirectly through the Loretta A. Pond Trust; and 3,000 shares held by Mr. Pond’s spouse. Mr. Pond disclaims beneficial ownership of those shares except to the extent of his pecuniary interest in them.
~~(9)~~(14)	In addition to the officers and directors named in this table, ~~three~~five other executive officers were members of this group as of March ~~15, 2016.~~30, 2017.



*	Less than 1%



David Cooper Age 50 Chief Technology Officer	David Cooper joined WEX in December 2016 as our Senior Vice President and Chief Technology Officer. Prior to joining WEX, he held several senior technology positions, including head of global operations at GlobeOne, a financial services company, from June to December 2016, CTO at Advisor Software from November 2015 until June 2016, SVP of technology at Green Dot, a retail banking company, from March 2015 to November 2015, CTO and SVP of product development at both Fiserv, an information technology and services company, from September 2011 to February 2014 and CashEdge, a leading provider of Intelligent Money Movement from June 2005 to September 2011.
George W. Hogan Age 56 Senior Vice President, International	George Hogan has been our Senior Vice President, International since May 2014. Prior to that he was Senior Vice President and General Manager, Fleet Over-the-Road and Partner Channels from January 2014 to April 2014. He also served as the Senior Vice President and General Manager of WEX Fleet One from May 2013 to December 2013 and Senior Vice President and Chief Information Officer from November 2007 through July 2013. Mr. Hogan joined WEX in January 2007 as Vice President of Enterprise Architecture.
Kenneth W. Janosick Age 55 Senior Vice President and General Manager, Global Fleet Direct	Kenneth Janosick has been our Senior Vice President and General Manager, Global Fleet Direct since January 2014. He also served as the Senior Vice President, Small Business Solutions from December 2010 to December 2013. He joined WEX as Vice President, Product and Marketing in January 2009 and served in that role until December 2010. Before that, Mr. Janosick was a First Vice President at JP Morgan Chase bank from November 2006 until November 2009 with responsibility for Relationship Banking and Investments and the Small Business Division.
Nicola S. Morris Age 51 Senior Vice President, Corporate Development	Nicola Morris has been our Senior Vice President, Corporate Development since February 2014. She is responsible for managing corporate development and strategic planning, directing corporate marketing, and overseeing early stage product development. Prior to joining WEX, she worked for Verizon Communications, a global communications and technology company, from January 2006 through January 2014, where she served as the Vice President, Global Corporate Strategy from November 2011 to January 2014. Prior to that role, she held the positions of Vice President and Chief Marketing Officer from October 2010 to November 2011 and also that of Vice President, Strategy and Business Development, both with the Verizon Business unit from January 2006 to October 2010. Before Verizon, she held positions with MCI, Incorporated and Digex, Incorporated.
Scott Phillips Age 47 Senior Vice President and General Manager, EFS	Scott Phillips joined the Company as Senior Vice President and General Manager, EFS on July 1, 2016, when the company acquired EFS to expand its large and mid-sized over-the-road (OTR) and corporate payments business. Prior to the acquisition, Mr. Phillips had been the President and CEO of EFS since September 2011 and now leads the new EFS line of business, responsible for over-the-road, or OTR, fleet activities along with the EFS Corporate Payments business. Prior to joining EFS, he was Executive Vice President and General Manager of the Corporate Payments Divisions at Comdata Corporation, a payment processor and issuer of fleet fuel cards.
James Pratt Age 60 Senior Vice President and General Manager, Virtual Products	James (Jim) Pratt has been the Senior Vice President and General Manager Virtual Payments since April 2015. Before that, he served as our Vice President, Mastercard from November 2010 until April 2015. He joined the Company in 1998 and served as Vice President, Corporate Payment Solutions from December 2007 until November 2010, Vice President MasterCard Sales from March 2006 until December 2007 and in various management positions with us prior to that. Before joining WEX, Mr. Pratt spent 10 years with Digital Equipment Corporation, a computer systems, including computers, software, and peripherals company, in various sales and management positions and spent several years consulting in the technology sector. Mr. Pratt serves on the MasterCard Advisory Board and the Commercial Payments International Global Advisory Board. He also serves on the board of Big Brothers Big Sisters of Southern Maine.
Hilary A. Rapkin Age 50 Senior Vice President, General Counsel and Corporate Secretary	Hilary Rapkin has served as our Senior Vice President, General Counsel and Corporate Secretary since February 2005. She also served, as the interim, head of human resources beginning February 2013 and assumed that role permanently on May 1, 2013. From January 1996 to February 2005, Ms. Rapkin held various positions of increasing responsibilities with the Company. Ms. Rapkin is a member of the American Bar Association, the Maine State Bar Association, the Association of Corporate Counsel, the Society of Corporate Secretaries and Governance Professionals, the Society for Human Resources and Management and the New England Legal Foundation.



Roberto Simon Age 42 Chief Financial Officer	Roberto Simon joined WEX as the Chief Financial Officer in February 2016. Previously, Mr. Simon served as the Executive Vice President and Chief Financial Officer of Revlon, Inc., a global color cosmetics, hair color, beauty tools, fragrances, skincare, anti-perspirant / deodorants and beauty care products company, from October 2014 until February 2016. Prior to that, he was the Revlon Senior Vice President, Global Finance from October 2013 to September 2014 and served as Revlon’s Global Business Process Owner, SAP, since February 2014. Prior to joining Revlon as a result of Revlon’s acquisition of The Colomer Group Participations, S.L. (“The Colomer Group”), a Spain-based salon and professional beauty business, Mr. Simon served in various senior finance positions of increasing responsibility at The Colomer Group since 2002, including most recently serving as The Colomer Group’s Chief Financial Officer from October 2011 to October 2014. Prior to that, he served as The Colomer Group’s Vice President of Finance for America and Africa from January 2008 until September 2011.
Jeffrey Young Age 51 Senior Vice President and General Manager, WEX Health	Jeffrey (Jeff) Young joined WEX in July 2014, when the Company acquired WEX Health (formerly, Evolution1) to expand its healthcare payments business. He served as the CEO of WEX Health, then known as Evolution1, from November 2008 to July 2014. Prior to WEX Health, Mr. Young was the vice president of business applications at Microsoft Corporation in the United States from May 2001 to October 2008. Previously, he helped to lead Great Plains Software through its successful IPO and eventual sale to Microsoft for more than $1 billion, as an Executive Vice President of Sales and Marketing from 1989 to 2001.




			Target
			Performance		Actual
Company Goals	Weight	Threshold	Goal	Maximum	Result
2016 Reported Adjusted Net Income⁽¹⁾	40%	$230M	$290M	$350M	$189.2M
2016 PPG Adjusted Revenue⁽²⁾	60%	$900M	$1,025M	$1,150M	$1,178.6M



~~2015~~2016 Peer Group
Cardtronics Inc.	Heartland Payment Systems, Inc.⁽¹⁾
CSG Systems International Inc.	Jack Henry & Associates Inc.
Euronet Worldwide Inc	Total System Services, Inc.
EVERTEC, Inc	Vantiv, Inc.
FleetCor technologies, Inc.	VeriFone Systems, Inc.
Global Payments Inc.



⁽¹⁾	In April 2016 Global Payments Inc. acquired Heartland Payment Systems, Inc.



	WEX ($millions)	Peer Median ($millions)
Market Capitalization (at 12/31/2015)	$3,416	$3,825
2015 EBITDA Margin	35%	23%
2015 Revenue	$855	$1,772
3-Year Revenue Growth	37%	33%



	WEX ($millions)	Peer Median ($millions)
Market Capitalization (at 12/31/2016)	$4,769	$5,358
2016 EBITDA Margin	29%	24%
2016 Revenue	$1,018	$1,895
3-Year Revenue Growth	42%	41%




	Changes We've Made For ~~2016~~2017	Rationale
	Short Term Incentive Plan ("STIP")
	w Changed ~~common~~corporate financial performance metrics and weightings to ~~50%~~40% Company Net Revenue Adjusted for PPG ~~Revenue~~ and ~~50% Company~~FX and 60% Operating Income Adjusted for PPG and FX	w In determining ~~new common~~ corporate financial goals, the Committee considered the board-approved strategic plan, management input, investor voting policies and stockholder feedback w Operating Income goals evaluate annual performance excluding the impact of tax (among other items), which is taken into account - on a multi-year basis - in the PSU program

	Long Term Incentive Plan ("LTIP")
	w For ~~2016~~2017 long-term incentive awards, extended PSU performance period from ~~1 year~~two to 2three years	w Changes support a longer-term focus on company goals and planning w ~~Eliminates overlap in performance metrics with short-term incentive program, while continuing to recognize the importance of top line growth for our business~~ w ~~Recognizes the importance of revenue diversification for our business, given the impact volatile fuel prices can currently have on our business results~~
	w Modified PSU vesting from ~~33% each year, assuming performance thresholds are attained, to~~ 50% after year 2two and 50% after year 3,three, assuming performance thresholds were attained, to 100% after year three, assuming performance thresholds are attained
	w ~~Replaced PPG Revenue metric with Non-Fuel Price Sensitive Revenue metric~~
	w ~~Changed metric weightings in the PSU program to 40% Non-Fuel Price Sensitive Revenue and 60% ANI EPS~~



		~~2015~~2016 Guidelines
Role	Multiple of Base Salary
Chief Executive Officer	5.0x
Executive Vice Presidents and Senior Vice Presidents	3.0x
Vice Presidents	1.0x



Name and Principal Position	Year	Salary ($)⁽¹⁾		Bonus ($)		Stock Awards ($)⁽²⁾		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)⁽³⁾		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)
Melissa D. Smith	2015	$	578,317	$	—	$	1,331,217	$	443,742	$	451,745	$	653	$	48,315	$	2,853,989
Chief Executive Officer	2014	$	515,048	$	—	$	3,392,039	$	—	$	545,318	$	7,441	$	39,957	$	4,499,803
Chief Executive Officer	2013	$	441,807	$	—	$	749,889	$	—	$	374,297	$	17,257	$	31,676	$	1,614,926

Steven A. Elder	2015	$	347,885	$	—	$	159,983	$	39,971	$	151,539	$	—	$	26,343	$	725,721
Senior Vice President and Chief Financial Officer	2014	$	330,192	$	—	$	1,180,145	$	—	$	174,051	$	—	$	27,764	$	1,712,152
Senior Vice President and Chief Financial Officer	2013	$	305,385	$	—	$	399,963	$	—	$	202,730	$	—	$	25,405	$	933,483

Kenneth W. Janosick	2015	$	320,000	$	—	$	280,021	$	69,975	$	123,172	$	—	$	13,984	$	807,152
Senior Vice President and General Manager, Global Fleet Direct	2014	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
	2013	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Hilary A. Rapkin	2015	$	362,884	$	—	$	259,997	$	64,991	$	143,702	$	—	$	23,903	$	855,477
Senior Vice President, General Counsel	2014	$	320,192	$	—	$	1,006,434	$	—	$	172,039	$	—	$	24,184	$	1,522,849
Senior Vice President, General Counsel	2013	$	290,399	$	—	$	299,936	$	—	$	182,863	$	—	$	19,119	$	792,317

George W. Hogan	2015	$	318,308	$	50,000	$	280,021	$	69,975	$	141,176	$	—	$	21,344	$	880,824
Senior Vice President, International	2014	$	297,832	$	—	$	1,006,434	$	—	$	180,242	$	—	$	21,186	$	1,505,694
Senior Vice President, International	2013	$	288,725	$	—	$	749,943	$	—	$	152,014	$	—	$	19,119	$	1,209,801



(1)	Includes amounts that may be contributed by each named executive officer on a pre-tax basis to the company's 401(k) plan and ~~Executive Deferred Compensation Plan.~~EDCP.
(2)	The amounts shown in this column represent the aggregate grant date fair value of stock awards made during 2016, 2015, ~~2014,~~ and ~~2013,~~2014, respectively, calculated in accordance with FASB ASC Topic 718, assuming performance at target. Assumptions used in the calculation of these amounts are included in the Company's audited financial statements for the fiscal years ended December 31, 2016, 2015, ~~2014,~~ and ~~2013,~~2014, included in the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 6, 2017, February 26, 2016, and February 26, 2015, ~~and February 27, 2014,~~ respectively. For PSUs, these amounts reflect the grant date fair value of such awards based upon the probable outcome at the time of grant. The value of the 2016 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $3,032,262, $239,938, $1,199,997, $2,299,942, $749,921, and $124,997 for Ms. Smith, Mr. Elder, Mr. Simon, Mr. Young, Mr. Hogan, and Mr. Janosick respectively. The value of the 2015 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $2,129,988, $239,870, $419,980, ~~$389,892~~ and $419,980 for Ms. Smith, Mr. Elder, Mr. ~~Janosick, Ms. Rapkin~~Hogan, and Mr. ~~Hogan~~Janosick respectively. The value of the 2014 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $5,784,015, $2,000,297, ~~$1,752,863~~ and $1,752,863 for Ms. Smith, Mr. Elder, Ms. Rapkin and Mr. Hogan respectively. The value of the 2013 PSU awards at the grant date assuming that the highest level of performance conditions were achieved would be $659,876, $479,924, $269,928 and $1,299,905 for Ms. Smith, Mr. Elder, Ms. Rapkin and Mr. Hogan respectively.
(3)	The amounts shown in this column represent the aggregate grant date fair value of option awards made during 2016 and 2015, respectively, calculated in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the Company's audited financial statements for the fiscal years ended December 31, 2016 and 2015, included in the Company's Annual Reports on Form 10-K filed with the Securities and Exchange Commission on March 6, 2017 and February 26, 2016, respectively.
(4)	The amounts shown reflect the cash incentive awarded in March 2017 for 2016 STIP results, March 2016 for 2015 ~~Short-Term Incentive Program~~STIP results, and March 2015 for 2014 ~~Short-Term Incentive Program results, and March 2014 for 2013 Short-Term Incentive Program~~STIP results, respectively and include amounts contributed by each named executive officer on a pre-tax basis to the Company's ~~Executive Deferred Compensation Plan.~~EDCP.
~~(4)~~(5)	The amounts shown reflect Supplemental Investment & Savings Plan earnings.
~~(5)~~(6)	The following table describes the elements that are represented in the "All Other Compensation" column for ~~2015:~~2016:


Name	401(k) or Other Retirement Plan Employer Match ($)		EDCP Employer Match ($)		Total ($)		401(k) or Other Retirement Plan Employer Match ($)		EDCP Employer Match ($)		Other ($)		Total ($)
Melissa D. Smith	$	15,596	$	32,719	$	48,315	$	15,567	$	24,394	$	—	$	39,961
Steven A. Elder	$	15,900	$	10,443	$	26,343	$	15,900	$	9,092	$	—	$	24,992
Kenneth W. Janosick	$	13,984	$	—	$	13,984
Hilary A. Rapkin	$	13,581	$	10,322	$	23,903
Roberto Simon⁽¹⁾							$	—	$	—	$	69,112	$	69,112
Jeffrey Young							$	13,500	$	—	$	—	$	13,500
George W. Hogan	$	13,529	$	7,815	$	21,344	$	13,565	$	8,471	$	—	$	22,036
Kenneth Janosick							$	14,058	$	—	$	—	$	14,058



(1)	Represents Mr. Simon's relocation expenses paid at the time he joined the Company.


Name	Type of Award⁽¹⁾	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)		Type of Award⁽¹⁾	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards									Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)⁽²⁾	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Type of Award⁽¹⁾	Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)		Type of Award⁽¹⁾	Grant Date		Threshold ($)			Target ($)			Maximum ($)			Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
Melissa D. Smith	STIP	—		$	285,192	$	570,384	$	1,140,769	—	—	—	—	—	—		—		STIP	—		$	393,558		$	787,115		$	1,574,231		—	—	—	—	—	$	—	$	—
	RSU	3/15/2015		—		—		—		—	—	—	2,566	—	—		$	266,223	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	4,909	—	$	—	$	378,975
	PSU	3/15/2015	⁽³⁾	—		—		—		5,132	10,265	20,530	—	—	—		$	1,064,994	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		9,819	19,639	39,278	—	—	$	—	$	1,516,131
	NQ	3/15/2015	⁽⁴⁾	—		—		—		—	—	—	—	13,000	$	103.75	$	443,742	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	24,168	$	77.20	$	631,727
Steven A. Elder	STIP	—		$	95,668	$	191,337	$	382,673	—	—	—	—	—	$	—	—		STIP	—		$	69,432		$	138,863		$	277,726		—	—	—	—	—	$	—	$	—
Steven A. Elder																			RSU	3/15/2016		$	—		$	—		$	—		—	—	—	518	—	$	—	$	39,990
Steven A. Elder																			PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		777	1,554	3,108	—	—	$	—	$	119,969
																			NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	1,530	$	77.20	$	39,993
Roberto Simon																			STIP	—		$	158,654		$	317,308		$	634,615		—	—	—	—	—	$	—	$	—
Roberto Simon																			RSU	3/15/2016		$	—		$	—		$	—		—	—	—	18,781	—	$	—	$	1,449,893
																			PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		3,886	7,772	15,544	—	—	$	—	$	599,998
																			NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	7,651	$	77.20	$	199,989
Jeffrey Young																			STIP	—		$	150,750		$	301,500		$	603,000		—	—	—	—	—	$	—	$	—
	RSU	3/15/2015		—		—		—		—	—	—	386	—	$	—	$	40,048	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	647	—	$	—	$	49,948
	PSU	3/15/2015	⁽³⁾	—		—		—		578	1,156	2,312	—	—	$	—	$	119,935	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		971	1,943	3,886	—	—	$	—	$	150,000
	NQ	3/15/2015	⁽⁴⁾	—		—		$	—	—	—	—	—	1,171	$	103.75	$	39,971	PSU	3/15/2016	⁽⁴⁾	$	—	—	$	—	—	$	—	6,476	6,476	12,953	25,906	—	—	$	—	$	999,972
Kenneth W. Janosick	STIP	—		$	72,000	$	144,000	$	288,000	—	—	—	—	—	$	—	—
Kenneth W. Janosick	RSU	3/15/2015		—		—		—					675	—	$	—	$	70,031
	PSU	3/15/2015	⁽³⁾	—		—		—		1,012	2,024	4,048	—	—	$	—	$	209,990	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	1,912	$	77.20	$	49,978
	NQ	3/15/2015	⁽⁴⁾	—		—		—					—	2,050	$	103.75	$	69,975
Hilary A. Rapkin	STIP	—		$	90,721	$	181,442	$	362,884	—	—	—	—	—	$	—	—
George Hogan																			STIP	—		$	106,683		$	213,365		$	426,731		—	—	—	—	—	$	—	$	—
	RSU	3/15/2015		—		—		—		—	—	—	627	—	$	—	$	65,051	RSU	3/15/2016		$	—		$	—		$	—		—	—	—	1,619	—	$	—	$	124,987
	PSU	3/15/2015	⁽³⁾	—		—		—		939	1,879	3,758	—	—	$	—	$	194,946	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		2,428	4,857	9,714	—	—	$	—	$	374,960
	NQ	3/15/2015	⁽⁴⁾	—		—		—		—	—	—		1,904	$	103.75	$	64,991	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	4,782	$	77.20	$	124,997
George W. Hogan	STIP	—		$	79,577	$	159,154	$	318,308	—	—	—	—	—	$	—	—
Kenneth Janosick																			STIP	—		$	105,288		$	210,577		$	421,154		—	—	—	—	—	$	—	$	—
Kenneth Janosick																			RSU	3/15/2016		$	—		$	—		$	—		—	—	—	1,619	—	$	—	$	124,987
	RSU	3/15/2014		—		—		—		—	—	—	675	—	$	—	$	70,031	PSU	3/15/2016	⁽³⁾	$	—		$	—		$	—		2,428	4,857	9,714	—	—	$	—	$	374,960
	PSU	3/15/2014	⁽³⁾	—		—		—		1,012	2,024	4,048	—	—	$	—	$	209,990	NQ	3/15/2016	⁽⁵⁾	$	—		$	—		$	—		—	—	—	—	4,782	$	77.20	$	124,997
	NQ	3/15/2014	⁽⁴⁾	—		—		—					—	2,050	$	103.75	$	69,975



(1)	All awards are granted under our 2010 Equity and Incentive Plan.
(2)	RSUs granted on March 15, ~~2015~~2016 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of RSUs received by each named executive officer was determined by dividing the total award amount granted by the fair market value of our common stock on the date of grant.
(3)	PSUs granted on March 15, ~~2015~~2016 under the ~~2015~~2016 LTIP may convert to RSUs based on the achievement of predetermined performance goals for the Company's Adjusted Net Income per share and ~~PPG Adjusted~~Non-Fuel Sensitive Revenue ~~for 2015.~~over 2016 and 2017. Once converted to RSUs, these vest ~~over 3 years~~ at ~~a rate of one third~~fifty percent of the total award ~~per year beginning~~ on the ~~first~~second anniversary of the grant date and fifty percent of the total award on the third anniversary of the grant date.
(4)	PSUs granted to Mr. Young on March 15, 2016 as part of a special incentive grant may convert to RSUs based on the achievement of predetermined performance goals for 2018 of the revenue and operating income of its WEX Health business. Once converted to RSUs, these vest in full on the third anniversary of the grant date.
(5)	Non-qualified stock options granted on March 15, ~~2015~~2016 vest over 3 years at a rate of one third of the total award per year beginning on the first anniversary of the grant date. The number of non-qualified stock options received by each named executive officer was determined by dividing the total award amount granted by the Black-Scholes calculated value on the date of grant.


	Option Awards						Stock Awards						Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable (a)	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾		Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable⁽¹⁾	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽²⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽³⁾		Equity Incentive Plan Awards Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽⁴⁾	Equity Incentive Plan Awards Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾
Melissa D. Smith	5,910	—	—	$	13.60	3/5/2017	14,618	$	1,292,231	34,159	$	3,019,656	4,329	8,671	—	$	103.75	3/15/2025	16,532	$	1,844,971	43,533	$	4,858,283
	—	13,000	—	$	103.75	3/15/2025	—	—		—	—		—	24,168	—	$	77.20	3/15/2026	—	$	—	—	$	—
Steven A. Elder	4,898	—	—	$	13.60	3/5/2017	5,546	$	490,266	9,301	$	822,208	389	782	—	$	103.75	3/15/2025	3,108	$	346,853	9,699	$	1,082,408
	—	1,171	—	$	103.75	3/15/2025	—	—		—	—		—	1,530	—	$	77.20	3/15/2026	—	$	—	—	$	—
Kenneth W. Janosick	—	2,050	—	$	103.75	3/15/2025	3,999	$	353,512	9,626	$	850,938
Hilary A. Rapkin	—	1,904	—	$	103.75	3/15/2025	4,094	$	361,910	9,481	$	838,120
Roberto Simon													—	—	—	$	—	—	18,781	$	2,095,960	7,772	$	867,355
													—	7,651	—	$	77.20	3/15/2026	—	$	—	—	$	—
Jeffrey Young													—	—	—	$	—	—	647	$	72,205	17,305	$	1,931,238
													—	1,912	—	$	77.20	3/15/2026	—	$	—	—	$	—
George W. Hogan	—	2,050	—	$	103.75	3/15/2025	4,242	$	374,993	9,626	$	850,938	682	1,368	—	$	103.75	3/15/2025	4,334	$	483,674	12,459	$	1,390,424
													—	4,782	—	$	77.20	3/15/2026	—	$	—	—	$	—
Kenneth Janosick													682	1,368	—	$	103.75	3/15/2025	4,334	$	483,674	12,459	$	1,390,424
													—	4,782	—	$	77.20	3/15/2026	—	$	—	—	$	—



~~(a)~~(1)	Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date.



~~(1)~~(2)	The following ~~Table~~table shows the number of RSUs, by grant date, which have not yet vested as of December 31, ~~2015:~~2016:


Name	March 15, 2013 (#)	March 15, 2014 (#)	March 15, 2015 (#)	Total (#)	March 15, 2014 (#)	March 15, 2015 (#)	March 15, 2016 (#)	Total (#)
Melissa D. Smith	2,236	9,816	2,566	14,618	4,915	6,708	4,909	16,532
Steven A. Elder	1,627	3,533	386	5,546	1,770	820	518	3,108
Kenneth W. Janosick	773	2,551	675	3,999
Hilary A. Rapkin	916	2,551	627	4,094
Roberto Simon					—	—	18,781	18,781
Jeffrey Young					—	—	647	647
George W. Hogan	1,016	2,551	675	4,242	1,279	1,436	1,619	4,334
Kenneth Janosick					1,279	1,436	1,619	4,334



~~Event Date~~	~~Stock Award Vesting Schedule~~
~~March 15, 2013~~	~~Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date~~
~~March 15, 2014~~	~~Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date~~
~~March 15, 2015~~	~~Vests at a rate of one third of the total award per year beginning on the first anniversary of the grant date~~