Slide 1: Impactive Capital + Wake Up WEX
Slide 2: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of Impactive Capital Master Fund LP and the other participants named in its proxy solicitation (collectively, “Impactive” or “we”) and are based on publicly available information with respect to WEX Inc. (the “Company
Slide 3: Table of Contents
Table of Contents Executive Summary 4 Mobility Operating Performance 33 Corporate Payments Operating Performance & Capital Allocation 52 Benefits, Sum of the Parts, & Capital Allocation 57 Poor Governance & Board Oversight 70 Impactive’s Nominees are the Right Choice 84 Appendix 91 3
Slide 4: Impactive Capital + WEX: Why are we here?
Impactive Capital + WEX: Why are we here? Impactive is a large, longstanding shareholder in WEX. • Owned shares for over five years. • 4.9% ownership aligns Impactive with other shareholders. • Investment is based on extensive research. o Three proprietary surveys. o Hundreds of interviews with form
Slide 5: Our WEX Thesis
Our WEX Thesis WEX has differentiated assets with dominant market share. It enjoys recurring revenues, high customer retention, and strong inherent cash generation. WEX reports out of three segments that have limited overlap: Mobility, Corporate Payments, and Benefits. WEX’s assets have been mismana
Slide 6: About Impactive
About Impactive • Impactive is an investment management firm founded by Lauren Taylor Wolfe and Christian Asmar in 2018. • We invest in high quality, attractively valued businesses and seek to engage collaboratively with management teams and boards to unlock value. • Investing over a longer term, mu
Slide 7: WEX is a payments business focused on mobility, corporate payments, and benefits
WEX is a payments business focused on mobility, corporate payments, and benefits end markets Benefits Manages employee benefit plans including HSAs, FSAs, and HRAs 21.6 million SaaS accounts1 30% Fastest growth segment - 8% organic growth2 Mobility Competes with Fidelity, HealthEquity, Leader in com
Slide 8: Our due diligence on WEX
Our due diligence on WEX We have done extensive work on WEX during our five years as shareholders. Our diligence has included >200 calls with former employees, competitors, customers, and shareholders, as well as three industry customer surveys. Mobility Surveys Former Employees Revealed high moats
Slide 9: WEX shareholder returns have dramatically underperformed peers for the past decade
WEX shareholder returns have dramatically underperformed peers for the past decade. Returns only improved when Impactive made its concerns public WEX Total Shareholder Returns versus Peers 1 Year 3 Year 5 Year CEO & Chair CEO 468% 422% Despite continued poor operating execution, TSR has improved 225
Slide 10: Low shareholder support in 2025 confirms shareholders expect change
Low shareholder support in 2025 confirms shareholders expect change The WEX Board is out of touch with shareholders. After significant effort to engage privately, we issued a public letter 2025 (% of Votes) just 13 days before the May 2025 annual meeting announcing our DIRECTOR FOR AGAINST ABSTAIN B
Slide 11: WEX & CPAY: Same starting line, different finish
WEX & CPAY: Same starting line, different finish WEX vs CPAY Performance, 2013-25 Other WEX CPAY 20% Revenue ($mm)2 717 895 WEX Mobility % of Revenues3 74% >70% 40% 2013 Organic Revenue Growth4 9% 11% Duopoly US Market Earnings per Share2 $3.8 $3.4 Share by Vehicles1 Revenue ($mm)2 2,661 4,528 1.7x
Slide 12: Three key drivers of WEX's underperformance relative to its closest peer
Our diligence has unearthed what we believe to be three key drivers of WEX’s underperformance relative to its closest peer Inferior Operating Performance Inferior Capital Allocation Inferior Governance Consolidated Operating Margin + Organic Growth1 Return on Invested Capital2 Low board ownership. C
Slide 13: Growth collapsed and margins declined from mis-execution on pricing and costs
Mis-execution on pricing and costs, as well as poor investments, have caused growth to collapse and margins to decline WEX vs CPAY Mobility / Vehicle Payment (VP) Economic Margins1 WEX vs CPAY Mobility / VPs Organic Growth Rate, 2021-20252 55% 16.0% 50% 48.0% 48.3% Segment Organic, Macro-Adjusted Re
Slide 14: Promised improving growth and margins, but the opposite has occurred
For years WEX has promised improving growth and margins from sales, marketing, and innovation investments, but the very opposite has occurred Management repeatedly claims they’re accelerating growth and …yet the results show the opposite: slowing growth and declining expanding margins through pricin
Slide 15: Mobility segment margins could be 10-15 points higher
We believe Mobility segment margins could be ~10-15 points higher with proper oversight and execution. Just this operational improvement could increase EPS by ~30-40% Impactive Bridge to Optimized Mobility Margins1 60.0% $25.0 2025A, Optimized Mobility Margins: ~$22 Mobility / Vehicle Payment Segmen
Slide 16: Return on Invested Capital
WEX ROIC has declined since the current CEO took over, trailing its most direct competitor, during a period in which the Company completed a series of large acquisitions WEX & CPAY Return on Invested Capital1 20.0% 18.0% WEX CEO appointed January 2014 16.0% 14.0% Return on Invested Capital 12.0% 10.
Slide 17: WEX Investments in Corporate Payments
The Board has repeatedly allocated discretionary shareholder capital towards the wrong areas of Corporate Payments WEX Investment in Corporate Payments, 2017 – 20251 800 700 Board invests another $578mm WEX Investments in Corporate Payments in Embedded Payments M&A 600 (eNett) 500 Growth decelerates
Slide 18: WEX has consistently missed its Corporate Payments targets
Despite significant investment in the segment, WEX has consistently missed its Corporate Payments targets WEX Corporate Payments Organic Growth, 2017 – 2026E1 “We believe there is “Embedded payments has a “There is still ample room for “We think both parts of the tremendous opportunity “We’re also r
Slide 19: Corporate Payments deterioration versus CPAY
WEX Corporate Payments deterioration is particularly concerning when compared with CPAY, whose equivalent segment is healthily growing after properly focused M&A WEX vs CPAY Corporate Payments Segment Organic Growth1 25% 25% 21% 20% 20% 17% 17% 15% 15% 15% 13% 10% 8% ~8% ~6% 5% 1% 0% -2% -3% -5% 201
Slide 20: Benefits trades at a severe implied discount to its standalone peer
The Benefits segment is an entirely separate business which trades at a severe implied discount to its only standalone public peer WEX vs HQY EV/EBITDA 15x HealthEquity 25% Other 33% 7x HSA Account Market Share1 Optum Bank 15% WEX 7% WEX HQY Webster Bank Fidelity 9% WEX Shareholder Underperformance
Slide 21: WEX trades at the lowest common denominator of its assets
Given its complex structure and lack of shareholder confidence, WEX now trades at the lowest common denominator of its assets WEX vs Peers: EV/EBITDA1 Payment Peers – Not Direct Competitors Mobility Direct Competitor Benefits Direct Competitor 16.0x 15x 14.0x Benefits segment generates one third of
Slide 22: Upside from separating the Benefits business
The valuation disconnect implies there would be tremendous upside to separating the Benefits business even with stranded costs Impactive estimate of SOTP Upside via Spin-Off of Benefits 2027E Financials ($bn)1 Valuation ($bn) Standalone Enterprise Implied Share Segment Revenue EBITDA EV/EBITDA Value
Slide 23: Board only reactively considered a Benefits separation
The Board seemed to only reactively consider a Benefits separation under public pressure Timeline of SOTP Communication: Impactive to WEX Board of Directors Concurrent Implied SOTP Share Price & Date Impactive Communication Upside1 June 2022 Lauren Taylor Wolfe emails CEO highlighting SOTP valuation
Slide 24: Governance shortcomings have contributed to poor shareholder returns
Governance shortcomings have contributed to poor shareholder returns Disingenuous shareholder engagement Lack of alignment with shareholders The Board rejected shareholder representation in the The non-executive directors own just 0.18% of shares1, boardroom with minimal and inconsistent justificati
Slide 25: A pattern of regulatory and corporate manipulation has perpetuated entrenchment
A pattern of regulatory and corporate manipulation has perpetuated entrenchment Manufacturing Regulatory Risk • The Utah Department of Financial Institutions sent a letter asserting that Impactive’s proxy solicitation may trigger banking change-in- control provisions – a theory that to our knowledge
Slide 26: WEX's own regulatory challenges underscore oversight gaps
WEX’s own regulatory challenges underscore oversight gaps • WEX Bank is 100% owned by WEX and currently subject to an FDIC enforcement measure. • It is our understanding that it is rare to receive multiple FDIC consent orders in the span of 3 years. Of the 27 industrial banks in the United States, W
Slide 27: The Board is focused on maintaining control rather than maximizing value
The Board is focused on maintaining control rather than maximizing shareholder value • This proxy contest is unnecessary and driven by the Board’s extreme intransigence with respect to enacting shareholder- friendly governance reform and answering to shareholders in the boardroom. Its actions are in
Slide 28: We are seeking to remove three incumbent directors
We are seeking to remove three incumbent directors Nancy Altobello Stephen Smith Melissa Smith Director since 2021 Director since 2019 CEO since 2014 CEO & Chair since 2019 x As Chair of the Nominating & x Chair of the Compensation x Consistent bottom decile Governance Committee, has Committee since
Slide 29: Shareholders will be better served with Impactive's nominees
Shareholders will be better served with Impactive’s nominees Kurt Adams Ellen Alemany Lauren Taylor Wolfe Operational acumen at direct WEX has acknowledged Ms. Has studied WEX’s business over five competitors has already been Alemany’s value to the Board years of ownership, including exhaustive ackn
Slide 30: Key action items
Key action items If elected, our nominees intend to pursue the following initiatives to close the performance gap: Assess Fleet Customer Contracts & Mix – understand underlying contribution margin differences between different product lines and customer profiles – small & large customers, cobranded
Slide 31: Change is needed NOW: cash flow and capital allocation
Change is needed NOW: WEX’s substantial cash flow generation, combined with depressed industry multiples, make capital allocation more critical now than ever Industry multiples are at all time low valuations. There is tremendous Over the next three years we believe WEX has the ability to generate sh
Slide 32: EPS has the potential to as much as double
EPS has the potential to as much as double with the right leadership in place 3-Year Earnings per Share Upside, with Impactive-Driven Board Change $40.0 $35.0 $5-7 WEX Management Adjusted EPS $30.0 $4-6 $25.0 $9-11 $20.0 $35-40 $15.0 $10.0 $16.1 $5.0 $- 2025A Mobility Margin Monetization of Benefits
Slide 33: Mobility Operating Performance
Mobility Operating Performance
Slide 34: Mobility: Executive Summary
Mobility: Executive Summary The Problem Board Refreshment Will Create Value The problem is fixable: WEX has price, cross-selling, and Operational execution in Mobility is poor and cost opportunities it can use to close the margin gap. deteriorating relative to our closest peer Corpay. WEX’s Mobility
Slide 35: Corpay is WEX's closest peer and direct competitor
Corpay is widely considered to be WEX’s closest peer and direct competitor. In Mobility, WEX and Corpay roughly split the U.S. market “We split the US trucking market with WEX” – CPAY IR at Wolfe Fintech Forum Group Meeting Other 20% “CPAY and WEX market share is quite similar – 30% each or more” –
Slide 36: WEX's margins trail CPAY's overall and in Mobility
WEX’s margins trail CPAY’s by 18 points overall, 24 points in Mobility where we directly compete WEX vs CPAY Total Company 2025 Economic EBIT Margins1 WEX vs CPAY Mobility / Vehicle Payment 2025 EBIT Margins2 60.0% 60.0% 50.0% 50.0% 48.3% 43.1% 40.0% 40.0% 30.0% 30.0% 25.0% 24.1% 20.0% 20.0% 10.0% 1
Slide 37: Margin plus organic growth gap between WEX and CPAY
On an organic growth-adjusted basis, the performance gap between WEX and CPAY is even more stark WEX vs CPAY 2025 Mobility / Vehicle Payment Margin + Organic WEX vs CPAY 2025 Total Company Margins + Organic Growth1,2 Growth2,3 60.0% 60.0% Economic EBIT Margin & Organic, Macro-Adjusted Growth Economi
Slide 38: The like-for-like segment margin gap has persisted and widened
This problem is not new. The like-for-like segment margin gap has persisted for years and has only widened WEX vs CPAY Mobility / Vehicle Payments Economic EBIT Margins, 2021 – 20251 55.0% 50.0% 48.0% 48.3% 47.0% 47.6% 45.4% 45.0% 15-point gap 12-point gap 40.0% 20-point gap 19-point gap 24-point ga
Slide 39: Margin gap unusual for two companies in a duopoly
It is hard to overstate how unusual it is for two companies operating in a duopoly to have a margin gap that is this wide Margin Delta of Other Major Duopolies1 Fleet Card Duopoly Margin Delta2 Payment Networks Aircraft Manufacturing Ratings Agencies 60% 70% 20% 50% 60.0% 18% 45% 43.4% 50% 48.3% 60%
Slide 40: Excessive addbacks to segment level profitability
The Board permits management to obfuscate this problem by allowing excessive addbacks to segment level profitability Bridge from WEX Economic Mobility Margin (implied GAAP) to WEX Segment-Adjusted Operating Margins, 20251 60% WEX Mobility economic margins are ~15 points below reported “Adjusted Oper
Slide 41: WEX promises versus reality
WEX management repeatedly claims it is fixing the margin and growth gap as performance deteriorates WEX Promises versus Reality "Expect momentum to continue into 2024" 2023 15.0% 8.5% WEX Organic Macro-Adjusted Revenue Growth Growth was cut by two-thirds the following year – from 9% to 3%. Margins h
Slide 42: Company explanation for the margin gap has been disproven
Impactive first brought the margin gap to management’s attention in 2022. Their explanation for the gap has been disproven WEX’s explanation for the gap is wholly inconsistent with reported results since then. Company Explanation for Margin Gap, 20221 Is this explanation consistent with reported res
Slide 43: WEX invested more into Mobility despite the margin gap
Despite a massive margin gap, WEX invested more into Mobility in early 2025. They have backed up these investments with lofty, unsubstantiated claims around innovation & growth CLAIM: Sales & Marketing Investments and Product Innovation have driven growth and margin improvements…1 “The size of the m
Slide 44: Promised under 2-year payback but the segment gap has expanded
Management promised a <2-year payback period on these incremental investments but the segment gap has only expanded since then REALITY: Underperformance on growth and margins has only gotten worse. Weakness is broad-based across both over the road and smaller vehicle customers, indicating deteriorat
Slide 45: Mobility's innovation narrative exists in press releases, not financial results
Mobility’s innovation narrative exists in press releases and earnings calls, not financial results WEX has never disclosed data on new product adoption, conversion, revenue, etc… F Payzer / WEX FSM Nov '23 · $250M D Motorpass Driver (Australia) Jan '23 · Internal Traction: 35K contractors (Sep '25).
Slide 46: Gross profit ROI in Mobility has been negative
On an absolute basis, the gross profit ROI in mobility has been negative over the past four years WEX Mobility Increase in Gross Profit versus Decrease in EBIT, 2021 – 2025 ($mm)1 64 (98) Increase in Mobility Gross Profit, Increase in Mobility Expenses, Decrease in Mobility Economic 2021-25 2021-25
Slide 47: Margin gap driven by poor operating execution
Conversations with former employees indicate, and Impactive survey work substantiates, that much of the margin gap is driven by poor operating execution Mobility Pricing & Customer Monetization Mobility Costs “Corpay just charges more in its Fleet business” – Former WEX “Between direct and partner p
Slide 48: The Mobility performance gap is fixable
The Mobility performance gap is fixable with the right leadership. WEX’s dominant positioning in Mobility gives it pricing power and a right to win 40% 0% 4.5/5 35% 96% WEX fleet card Large customer Customer satisfaction Implied subscription Share of customers expecting market share1 churn2 score3 p
Slide 49: Corpay has had stronger cross-selling execution than WEX
Corpay has had stronger cross-selling execution than WEX, but the problem is fixable Conversations with former employees indicate, and Impactive survey work substantiates, that WEX’s Mobility customer base is untapped with respect to cross-selling. However, high satisfaction scores among customers w
Slide 50: Customers suggest WEX is not fully exercising pricing power
In long form interviews, customers across various industries and fleet sizes have suggested that WEX is not fully exercising its pricing power in Mobility WEX Customer Industry Fleet Size (# of Vehicles) Thoughts on WEX Pricing Power Industrials 250 “I pay WEX $2/vehicle/month. I wouldn’t leave even
Slide 51: Mobility segment margins could be 10-15 points higher
We believe Mobility segment margins could be ~10-15 points higher with proper oversight and execution. Just this operational improvement could increase EPS by ~30-40% Impactive Bridge to Optimized Mobility Margins1 60.0% $25.0 2025A, Optimized Mobility Margins: ~$22 Mobility / Vehicle Payment Segmen
Slide 52: Corporate Payments Operating Performance & Capital Allocation
Corporate Payments Operating Performance & Capital Allocation
Slide 53: Corporate Payments: Executive Summary
Corporate Payments: Executive Summary The Problem Board Refreshment Will Create Value In Corporate Payments (CP), WEX’s organic revenue growth is flat to negative, severely trailing CPAY and New board members can more objectively evaluate WEX’s own 10-15% growth targets set in 2022.1 incremental org
Slide 54: In Corporate Payments, WEX focuses on B2B payments
In the Corporate Payments segment, WEX focuses on B2B payments Most of WEX’s CP revenue is driven by the issuance of B2B virtual WEX Corporate Payments is seeking to displace the massive non- cards (“Embedded Payments”). The remainder is driven by Accounts carded B2B Total Addressable Market. Payabl
Slide 55: Corporate Payments should be a massive opportunity
Corporate Payments should be a massive opportunity for which WEX is uniquely situated 97% 65% >$2bn B2B payments are non-carded1 Share of Mobility customers not using a WEX Free Cash Flow generation 2026- Corporate Payments product2 20283 The B2B Payments Opportunity Mobility Cross-Sell: The Natural
Slide 56: Corpay's Corporate Payments strategy shows WEX's execution problem
Relative success of Corpay’s Corporate Payments strategy indicates WEX’s underperformance is driven by poor execution and capital allocation WEX vs CPAY Corporate Payments Segment Organic Growth1 25% 25% 21% 20% 20% 17% 17% 15% 15% 15% 13% 10% 8% 8% ~6% 5% 1% 0% -2% -3% -5% 2017 2018 2019 2019-23 CO
Slide 57: Benefits, Sum of the Parts, & Capital Allocation
Benefits, Sum of the Parts, & Capital Allocation
Slide 58: Benefits, Sum of the Parts, & Capital Allocation: Executive Summary
Benefits, Sum of the Parts, & Capital Allocation: Executive Summary The Problem Board Refreshment Will Create Value Since the current WEX CEO was appointed over a Significant WEX cash generation alongside depressed decade ago, ROICs have materially worsened and industry multiples make now a particul
Slide 59: Return on Invested Capital
WEX ROIC has declined since the current CEO took over, trailing its most direct competitor, during a period in which the Company completed a series of large acquisitions WEX & CPAY Return on Invested Capital1 20.0% 18.0% WEX CEO appointed January 2014 16.0% 14.0% Return on Invested Capital 12.0% 10.
Slide 60: Why has WEX's capital allocation been poor?
Why has WEX’s capital allocation been poor? Our diligence unearths 3 key errors Empire Building Corporate Payments Failures Lack of Post-Close Integration A strong cultural bias towards revenue Board has failed to find WEX’s niche in WEX does not cut costs at acquired growth at the expense of per sh
Slide 61: Benefits trades at a severe implied discount to its standalone peer
The Benefits segment is an entirely separate business which trades at a severe implied discount to its only standalone public peer WEX vs HQY EV/EBITDA 15x HealthEquity 25% Other 33% 7x HSA Account Market Share1 Optum Bank 15% WEX 7% WEX HQY Webster Bank Fidelity 9% WEX Shareholder Underperformance
Slide 62: WEX Benefits compares favorably with HealthEquity
WEX Benefits compares favorably with HealthEquity on growth and margins, indicating it could trade at the same multiple as a standalone company WEX Benefits vs HealthEquity – Organic Growth and Economic Margins1,2,3 35.0% 14.0% 30.0% 12.0% Organic, Macro-Adjusted Revenue Growth 25.0% 10.0% Economic
Slide 63: Limited rationale for Mobility under the same roof as Benefits
From the outside, we see limited rationale for having Mobility under the same roof as Benefits Mobility Segment Benefits Segment Sold to human resource departments where end user Sold to fleet managers where end user is a business is a consumer Closed loop credit product. Payment terms are a key Ope
Slide 64: No cross-selling synergy between Mobility/Corporate Payments and Benefits
There is no cross-selling synergy between Mobility/Corporate Payments and Benefits Impactive Survey 2025: You mentioned you use WEX for fuel cards. Do you also use WEX for consumer-funded benefits? If so, why? (N = 127) We don't offer Yes (WEX consumer- selected for fuel funded benefits card integra
Slide 65: Benefits is separable with minimal dis-synergies
Numerous diligence calls have revealed that Benefits is separable with minimal dis- synergies, but a culture of empire building has prevented it “There are no synergies between Benefits and the other segments. The systems are totally separate”…. “But I can’t imagine management separating anything ev
Slide 66: Shareholders concerned about WEX's complexity and empire building
Many current, former, and prospective shareholders have expressed concern about WEX’s complexity and empire building “It takes me longer to update the WEX model than it does to update the Visa model – the juice just isn’t worth the squeeze” – Prospective Shareholder at Long/Short Fund “WEX’s perform
Slide 67: WEX has provided limited rationale for keeping these assets together
WEX has provided limited rationale for keeping these assets together. When explanations have been offered, in our view, they have failed to present a well-reasoned justification WEX Board Pushback1 Board Position Reality Investors value the The Company wouldn’t be trading at the lowest multiple in i
Slide 68: Stranded costs are manageable
From the outside, we think stranded costs are manageable: we conservatively estimate $16-46mm on SpinCo and $16-26mm on RemainCo SpinCo RemainCo $mm (Benefits) (Mobility) Assumptions & Sources Stranded Cost Assumptions: WEX Bank Avg Custodial Assets 2027, WEX Bank $4,800 13% CAGR from 2025 - HQY FY3
Slide 69: The math works even with more onerous stranded cost assumptions
The math works even with more onerous stranded cost assumptions Share Price Uplift from Spin, Sensitized for Higher Stranded Costs1 $26mm RemainCo / RemainCo Stranded Costs ($mm) $46mm SpinCo are high points of Impactive est. (26) (36) (46) (56) (66) (46) $219 $217 $215 $213 $211 SpinCo (56) $215 $2
Slide 70: Poor Governance & Board Oversight
Poor Governance & Board Oversight
Slide 71: The Board has failed on its most basic functions
The Board has failed on its most basic functions Impactive Board Fiduciary Duty WEX Board Actions Assessment • Oversaw widening growth and margin gap versus Corpay. • Approved continued investment in sales & marketing despite the Monitor performance and review strategy ineffectiveness of prior inves
Slide 72: Targeted directors have overseen years of underperformance
Targeted directors have overseen years of underperformance Start Date Nancy Altobello June 4, 2021 -22% 28% Stephen Smith September 12, 2019 -23% 23% Melissa Smith January 1, 2014 64% 199% 72 Source: Bloomberg. Total shareholder returns with dividends reinvested as of February 6, 2026
Slide 73: The Board has failed to make meaningful change
The Board has failed to make meaningful change despite underperformance No changes to WEX’s management team No separation of Chair & CEO role Only one new director added to Board No change in spending or margin plans No change to business mix 73
Slide 74: WEX stands alone in its unwillingness to address underperformance
Amid industry volatility, WEX stands alone in its unwillingness to address underperformance While the payments sector has faced considerable volatility in recent years, boards at payments companies with underperforming share prices have taken meaningful steps to strengthen their future positioning:
Slide 75: Disconnect between the Board's messaging and market feedback
There is a clear disconnect between the Board’s messaging and market feedback Q4 2025 Earnings The Board would have you think that …But analyst reactions tell a everything is going well…. different story …the comparability of [WEX and CPAY] and their investment merits has seldom been more When it co
Slide 76: Impactive has made numerous attempts to engage with WEX in good faith
Impactive has made numerous attempts to engage with WEX in good faith August 2023 December 2024 April 2025 September 2021 Impactive shared a Lauren Taylor Wolfe spoke WEX denies Impactive’s Impactive presentation with WEX that with Melissa Smith to reiterated request for board presentation shared un
Slide 77: Ms. Smith sells shares at every opportunity
Ms. Smith sells shares at every opportunity CEO has sold an astounding $54mm in stock since 2019, the year she was named Chair, despite languishing shareholder returns. $300 Sells $6.3mm in shares, including $3.3mm one week prior $250 to becoming Chair Sells CURRENT OWNERSHIP: $8.0mmin 0.6% shares $
Slide 78: WEX leadership has minimal skin in the game
WEX leadership has minimal skin in the game relative to tenure and to Corpay WEX vs CPAY CEO Ownership (% of Shares) 6.0% 5.0% 4.9% 4.0% Smith owns just $29M of WEX shares after 29-year history at 3.4% WEX, despite having earned 3.0% $123M in total compensation CPAY CEO Ron Clarke owns since WEX’s 2
Slide 79: The Board rewards empire building instead of shareholder returns
The Board rewards empire building instead of shareholder returns. Ms. Smith is incentivized to maintain the status quo, as compensation rises with scale CEO Total Compensation vs Total WEX Revenue $25 Purchase of $3,000 Payzer for $250mm Purchase of $20.1 eNett/Optal for $2,500 $20 $578mm Purchase o
Slide 80: Compensation practices maximize CEO pay regardless of performance
Compensation practices show a pattern of maximizing CEO pay regardless of performance and only making changes reactively in response to shareholder complaint 2020: One-Off Compensation Actions Destroy Pay-for- 2023: Unclear and Changing Metrics Weaken Performance Alignment Transparency and Accountab
Slide 81: CEO pay has continued to rise despite misses to targets
CEO pay has continued to rise despite misses to targets provided to investors CEO pay keeps rising as key targets were missed, indicating pay is disconnected from street guidance1 $16.0 15% $14.0 $13.4 $12.6 $12.0 $11.7 CEO Compensation ($mm) Organic Revenue Growth Management 2022 Long-Range Organic
Slide 82: A close friend of Ms. Smith chairs the Compensation Committee
A close friend of Ms. Smith serves as Chair of the Leadership Development and Compensation Committee, raising questions of independence • Stephen Smith and Melissa Smith are part of the same close-knit Maine CEO social circle • Stephen Smith founded an informal group, “Portland Leaders,” after retur
Slide 83: Don't just take our word for it: change is needed
Don’t just take our word for it: change is needed Instead of restructuring, management is choosing to increase investment against its corporate payments and benefits offerings, which we view as a misallocation of capital. Instead, we would like to see management restructure WEX as we think the sum-o
Slide 84: Impactive's Nominees are the Right Choice
Impactive’s Nominees are the Right Choice
Slide 85: Impactive has a proven track record of collaborative engagement
Impactive has a proven track record of collaborative engagement in the boardroom Lauren was an exceptional board member who, along with her team at Impactive, helped guide us through a series of strategic and capital considerations, and see around corners in a very turbulent Covid market. She listen
Slide 86: Who would you prefer to make capital allocation decisions?
Who would you prefer to make capital allocation decisions going forward? WEX Nominees Impactive Nominees x Current Chair & CEO has presided over 12 years of Significant alignment with shareholders underperformance versus market and closest peer Both Ellen and Lauren have experience with business x O
Slide 87: Kurt Adams
Kurt Adams • Current CEO of IPC Systems, Inc., a provider of network services and trading communications technology for financial institutions, since 2024. • Served as CEO of Optum Financial, Inc., a payments and financial services subsidiary of UnitedHealth Group Inc. (NYSE: UNH) and a direct compe
Slide 88: Ellen Alemany
Ellen Alemany • Current director of First Citizens BancShares, Inc. (NASDAQ: FCNCA) and member of the risk committee since 2022. • Served as chairwoman and CEO of CIT Group from 2016 to 2022, where she oversaw a multi-year strategic transformation and merger with First Citizens. • Served as head of
Slide 89: Lauren Taylor Wolfe
Lauren Taylor Wolfe • Co-founder and managing partner of Impactive Capital, one of the largest shareholders of WEX, since 2018. • Served as managing director at investment firm Blue Harbour Group, leading investments in the technology, consumer and business and healthcare services industries from 20
Slide 90: Vote the WHITE Proxy Card to Wake Up WEX
Additional information Vote the WHITE Proxy Card to Wake Up WEX PROTECT YOUR INVESTMENT IN WEX Wake Up Wex by voting for the election of Impactive’s highly qualified director candidates – Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe – on the WHITE proxy card Please visit, www.WakeUpWex.com for
Slide 91: Appendix
Appendix
Slide 92: Appendix 1: WEX Return on Invested Capital
Appendix 1: WEX Return on Invested Capital WEX: Return on Invested Capital $mm 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 WEX GAAP Operating Income 151 233 222 277 306 229 159 233 381 386 (92) 342 470 647 686 664 Legal Settlement 163 Impairment Charges 18 44
Slide 93: Appendix 1: CPAY Return on Invested Capital
Appendix 1: CPAY Return on Invested Capital CPAY: Return on Invested Capital $mm 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 CPAY GAAP Operating Income 170 226 325 421 565 668 754 884 1,091 1,231 972 1,243 1,447 1,657 1,787 1,994 Impairment Charges 90 Gains &
Slide 94: Appendix 2: WEX Margins, Mobility Segment and Total Company
Appendix 2: WEX Margins, Mobility Segment and Total Company WEX Margins: Total Company, Mobility, & Benefits Segments $mm 2021 2022 2023 2024 2025 Source WEX: Total Company Margins Revenue 1,851 2,351 2,548 2,628 2,661 WEX SEC Filings GAAP EBIT 342 470 647 686 664 WEX SEC Filings Impairment Charge -
Slide 95: Appendix 2: Corpay Margins: Vehicle Payments, Fuel, & Total Company
Appendix 2: Corpay Margins: Vehicle Payments, Fuel, & Total Company CPAY Margins: Total Company, Vehicle Payments, & Fuel Segments $mm 2021 2022 2023 2024 2025 Source CPAY: Total Company Margins Revenue 2,834 3,427 3,758 3,975 4,528 CPAY SEC Filings GAAP EBIT 1,243 1,447 1,657 1,787 1,994 CPAY SEC F
Slide 96: Appendix 3: Organic Growth: Mobility & Vehicle Payments Segments
Appendix 3: Organic, Macro-Adjusted Revenue Growth: Mobility & Vehicle Payments Segments WEX & CPAY: Organic, Macro-Adjusted Revenue Growth $mm 2020 2021 2022 2023 2024 2025 Source WEX: Mobility Segment (a) Reported Revenue 918 1,111 1,444 1,383 1,401 1,386 WEX SEC Filings (+/-) Price per Gallon Imp
Slide 97: Appendix 3: Organic Growth: WEX Benefits & HQY
Appendix 3: Organic, Macro-Adjusted Revenue Growth: WEX Benefits & HQY WEX & HQY: Organic, Macro-Adjusted Revenue Growth1 $mm 2020 2021 2022 2023 2024 2025 Source WEX: Benefits Segment (a) Reported Revenue 364 414 505 668 740 797 WEX SEC Filings (-) Benefit from Increase in Interest Rates (8) (18) (
Slide 98: Appendix 3: Organic Growth: WEX Corporate Payments
Appendix 3: Organic, Macro-Adjusted Revenue Growth: WEX Corporate Payments WEX Corporate Payments: Organic, Macro-Adjusted Revenue Growth $mm 2016 2017 2018 2019 2020 20211 20221 2023 2024 2025 2026E Source WEX: Corporate Payments Segment (a) Reported Revenue 215 224 303 368 278 325 402 497 488 477
Slide 99: Appendix 4: Margin gap under CPAY's prior reporting framework
Appendix 4: Margin gap under CPAY’s prior reporting framework WEX vs CPAY Mobility / Fleet Revenue, 2022 (prior CPAY reporting)1 WEX vs CPAY Mobility / Fleet EBIT Margins, 2022 (prior reporting)1 1,600 60.0% 1,505 1,444 1,400 48.4% 50.0% WEX/CPAY Mobility/ Fuel Revenue 2022 45.4% 1,200 40.0% 1,000 3