UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 
Date of Report (Date of earliest event reported)
April 25, 2022

graphic

WEX Inc.
(Exact name of registrant as specified in its charter)

Delaware
  
001-32426
  
01-0526993
(State or other jurisdiction of
incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
         

1 Hancock Street, Portland, Maine
04101
Address of principal executive offices
Zip Code

Registrant's telephone number, including area code
(207) 773-8171
 

 
(Former name or former address if changes since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
WEX
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On April 25, 2022, the Board of Directors of WEX Inc. (the “Company”) appointed Jagtar Narula as the Chief Financial Officer of the Company, effective as of May 25, 2022.  Simultaneously with the effectiveness of Mr. Narula’s appointment as Chief Financial Officer on May 25, 2022, Jennifer Kimball, currently the Company’s Interim Chief Financial Officer, principal financial officer, Chief Accounting Officer, and principal accounting officer, will no longer serve as Interim Chief Financial Officer and principal financial officer, but will continue to serve as the Company’s Chief Accounting Officer and principal accounting officer.

Mr. Narula, age 51, is currently the Executive Vice President and Chief Financial Officer of 3D Systems Corporation, a provider of comprehensive 3D printing and digital manufacturing solutions, a position he was appointed to in September 2020.  Prior to that, Mr. Narula served as Senior Vice President, Corporate Strategy and Business Development of Blackbaud, Inc., a provider of cloud software solutions, from April 2017 to September 2020, as Vice President, Corporate Strategy and Business Development from March 2016 to April 2017, as Vice President, Investor Relations and Financial Planning from January 2015 to March 2016, and as Vice President, Financial Planning and Investment Strategy from January 2014 to January 2015. Prior to that, Mr. Narula also held finance leadership positions of increasing responsibility at Xerox Corporation, General Electric Company and Core Capital Partners.
 
Mr. Narula does not have a family relationship with any of the Company’s officers or directors and has no direct or indirect interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with Mr. Narula’s appointment as Chief Financial Officer, Mr. Narula entered into an offer letter with the Company (the “Offer Letter”). Pursuant to the Offer Letter, Mr. Narula will be entitled to an annual base salary of $500,000 and will participate in the Company’s Short-Term Incentive Program with an annual bonus target percentage of 90% of his annual base salary, prorated to his start date. Mr. Narula will also be eligible to participate in the Company’s Long-Term Incentive Plan (“LTIP”), and the amount of the annual target LTIP award for his position as Chief Financial Officer will be $2,050,000. In addition, in connection with Mr. Narula’s appointment as Chief Financial Officer, Mr. Narula will be granted the following special one-time equity awards under the Company’s Amended and Restated 2019 Equity and Incentive Plan, with the grant date for each award estimated to be June 15, 2022 (the “Grant Date”): (1) an equity award in the form of stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”) in accordance with the Company’s 2022 LTIP grants, with a fair market value on the Grant Date equal to $2,000,000; (2) a PRSU award with a fair market value on the Grant Date equal to $500,000, which will be subject to final scoring and will have the same performance metrics as PRSUs granted in 2021 under the LTIP; and (3) a RSU award with a fair market value on the Grant Date equal to $1,500,000, which will vest at a rate of one half of the total award on each of the first and second anniversaries of the Grant Date. In addition, Mr. Narula will be entitled to participate in the Company’s Executive Severance Pay and Change in Control Plan, a copy of which was filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 18, 2019 (File No. 001-32426).  As Chief Accounting Officer, Ms. Kimball’s compensation will remain the same as it was while she served as Interim Chief Financial Officer, which compensation was set forth in an offer letter dated December 30, 2021, a copy of which was filed as Exhibit 10.68 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2022.

The foregoing description of Mr. Narula’s Offer Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On April 26, 2022, the Company issued a press release announcing the appointment of Mr. Narula. The press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this item, including Exhibit 99.1, is being furnished, not filed. Accordingly, the information in this item will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated into it by reference.

Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
 
Exhibit
No.
 
Description
 
 
 
 
     
 
 
 
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Dated: April 26, 2022


 
WEX Inc.
 
 
 
 
 
 
 
By:
/s/ Melissa Smith
 
Name:
Melissa Smith
 
Title:
Chief Executive Officer

 
 Exhibit 10.1





WEX Inc.
97 Darling Ave
South Portland, ME 04106

April 20, 2022

Jagtar Narula
Rock Hill, SC
 

Dear Jagtar,

On behalf of the WEX leadership team, and subject to and contingent on prior approval by the WEX Inc. Board of Directors (the “Board”) (as well as prior approval by the Board’s Leadership Development and Compensation Committee (the “LDCC”) of all compensation- and incentive-related components, including relocation assistance and benefits, of this offer), I am pleased to offer you the Chief Financial Officer position reporting to Melissa Smith with an expected start date of May 25, 2022.

Compensation
Your annual base salary will be USD$500,000.00 paid on a bi-weekly basis, less applicable taxes and withholdings. The position will be based in Portland, ME with travel to other offices as needed.    Reasonable relocation assistance will be provided through our third-party provider, Weichert, as approved by the LDCC and in accordance with applicable WEX policy.

Annual Cash Incentive
You will be eligible to participate in the Company’s discretionary Short Term Incentive Program (“STIP”) during your employment with WEX. STIP payments are awarded on an annual basis at the sole discretion of the Company and contingent on achievement of Company objectives. Your annual bonus target is 90% of your eligible earnings (as defined in the relevant STIP documentation, as amended from time to time) and will be pro-rated based on your date of hire. The Company reserves the right in its sole discretion to make modifications to or to discontinue the program at any time.

Annual Equity Incentive
You will be eligible for future Long Term Incentive Plan (LTIP) grants, however, they are not guaranteed. The annual target LTIP award for your role is USD$2,050,000. All grants, including your one-time grants (below), are subject to approval by the Board/LDCC and the terms and conditions of WEX’s Amended and Restated 2019 Equity and Incentive Plan, as it may be further amended, and applicable unit award agreement(s) (collectively, the “Plan”).

Total Annual Target Compensation (comprised of base salary, STIP and LTIP, all as set forth above): USD$3,000,000, subject to LDCC approval.








Special One-Time Awards

You will receive a one-time equity grant with a fair market value on the grant date of USD$2,000,000 in accordance with the terms of the Plan. The form of the award will be stock options, restricted stock units and performance-based restricted stock units, in accordance with the Company’s 2022 LTIP Program grants. The WEX Inc. closing stock price on the grant date will be used to determine the number of restricted stock and performance-based restricted stock units and the number of options will be based on the grant date accounting value. The grant date for the award will be pursuant to WEX’s customary equity award grant schedule following your hire date (estimated to be June 15, 2022), subject to prior Board/LDCC approval. At grant, you will receive a separate memorandum and unit award agreement outlining the award, and requiring your acknowledgement and acceptance.
In addition, you will receive a one-time equity grant of performance-based restricted stock units with a fair market value on the grant date of USD$500,000 (at Target) in accordance with the terms of the Plan. The grant will be subject to final scoring and will have the same performance metrics as the performance-based restricted stock units in the Company’s 2021 LTIP Program PRSU grants.  The WEX Inc. closing stock price on the grant date will be used to determine the number of units. The grant date for the award will be pursuant to WEX’s customary equity award grant schedule following your hire date (estimated to be June 15, 2022), subject to prior Board/LDCC approval. At the time of grant, you will receive a separate memorandum and unit award agreement outlining the award, and requiring your acknowledgement and acceptance.
Finally, you will receive a one-time equity grant with a fair market value on the grant date of USD$1,500,000 in accordance with the terms of the Plan. The form of the award will be Restricted Stock Units, which will vest 1/2 per year on the first two anniversaries of the grant date. The WEX Inc. closing stock price on the grant date will be used to determine the number of units. The grant date for the award will be pursuant to WEX’s customary equity award grant schedule following your hire date (estimated to be June 15, 2022), subject to prior Board/LDCC approval. At grant, you will receive a separate memorandum and unit award agreement outlining the award, and requiring your acknowledgement and acceptance.

Benefits
WEX offers a robust benefits plan including Paid Time Off, Volunteer Time Off, 401(k), Medical and Dental, Long and Short Term Disability, Tuition Reimbursement, Wellness benefits and much more. Please see the benefits summary document for more details on benefit plans and eligibility.  In addition, you are eligible to participate in the following perquisites: Financial Planning reimbursement (currently up to USD$12,000 per year) and Executive Physical program.

Terms and Conditions
In addition to the contingencies set forth above, this offer is contingent upon your acceptance of certain WEX policies and agreements and satisfactory completion of a conflicts check, Director and Officer questionnaire, background check and drug test. You will receive notification in your Workday and/or email inbox for any required tasks. As a condition of your employment, you certify to the Company that you are free to enter into and fully perform the duties of your position and that you are not subject to any employment, confidentiality, assignment of inventions, non-competition or other agreement that would restrict your performance for the Company. You further certify that your signing this offer letter does not violate any order, judgment or injunction applicable to you, conflict with or breach any agreement to which you are a part or by which you are bound. If you are subject to any such agreement or order, please forward it to me at melanie.tinto@wexinc.com. You further certify and agree that you are not in breach of, and that you will honor the terms of, all agreements between you and any prior employer. By accepting this offer, you represent and warrant to the Company that you have not taken and will not take (whether by email, USB, cloud storage, hard copy or otherwise) any confidential, non-public proprietary or trade secret information or materials belonging to any past client, customer, partner, employer or other third party, will not make any unauthorized disclosure to the Company, or unauthorized use on behalf of the Company, of any such information or materials, and will not induce the Company or any of its employees, contractors or agents to use any such information or materials. You acknowledge that you have carefully read this provision, that you understand the representations contained herein, and that the Company and Board will rely upon the representations contained in this paragraph in commencing its employment relationship with you. You further agree to provide such further certifications to WEX as WEX deems reasonably necessary in its discretion.




Employment Eligibility
In accordance with applicable laws, rules and regulations, you will be required to present acceptable documentation verifying your identity and eligibility to work in the United States in connection with your timely completion of the I-9 verification process. If applicable, this may include presenting acceptable documentation proving that you have obtained valid work authorization status (e.g., EAD, L-1, H-1B) to work as a WEX employee in the United States before your scheduled start date and thereafter maintaining your valid work authorization status throughout your employment with WEX.

While this offer represents the initial terms and conditions of your employment, this offer does not constitute a contract of employment and the Company reserves the right to change employment policies, conditions of employment and benefits, so that we can continue to offer competitive employment conditions and maintain our sound business condition. Your employment with the Company is “at will,” which means that your employment can be terminated either by yourself or the employer at any time, for any reason.

We look forward to your acceptance of this offer and working with you. Please acknowledge acceptance of the above by signing electronically. Upon acceptance, and approval by the Board/LDCC, please check your Workday account to see any assigned onboarding tasks, which you should complete prior to your start date. You will also receive an email with instructions to complete your background investigation.
If you have any questions regarding this offer, please feel free to contact me.


Sincerely,

/s/ Melanie Tinto
Melanie Tinto
Chief Human Resources Officer

Please sign and date the offer letter below.  Scan a copy and return to Melanie.tinto@wexinc.com.

I, Jagtar Narula, accept the terms of this offer.

Signature: /s/ Jagtar Narula


Date: 4/21/2022
 
 Exhibit 99.1


WEX Names Jagtar Narula New Chief Financial Officer

Appointment effective May 25, 2022

PORTLAND, Maine--(BUSINESS WIRE)--April 26, 2022--WEX (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced that Jagtar Narula has been appointed Chief Financial Officer (CFO), effective May 25, 2022.

“Jagtar has proven strategic and financial experience leading innovative technology companies,” said Melissa Smith, WEX’s Chair and Chief Executive Officer. “His strong track record of successfully executing and integrating acquisitions, driving thoughtful growth through effective capital allocation, and building strong finance organizations in technology companies complements our existing leadership team and positions us well for continued profitable growth.”

Narula joins WEX from 3D Systems Corporation, where he currently serves as CFO. Prior to joining 3D Systems, he oversaw corporate strategy and business development for Blackbaud, Inc., a leading provider of cloud software and payment solutions, where he also previously led investor relations, financial planning, and investment strategy. Additionally, Narula held several finance leadership roles at Xerox, including financial planning, acquisition operations, and strategy. Prior to Xerox, he spent nearly ten years in investment banking and private equity, after beginning his professional career as an engineer. He holds an MBA from The Wharton School of the University of Pennsylvania and an Engineering degree from the State University of New York at Buffalo.

“WEX has an outstanding history of innovating for customers and developing exciting new technologies, while remaining disciplined on financial targets,” said Narula. “I am thrilled to join WEX and build upon the company’s already strong momentum.”

With Narula’s appointment, interim CFO Jennifer Kimball will return full time to her role as Chief Accounting Officer, while supporting Narula’s transition over the coming months.

“I am grateful to Jen for stepping up to lead our finance team over the past few months,” said Smith. “I am confident she and Jagtar will enjoy a great partnership, helping to deliver impressive results for our customers and shareholders.”

About WEX

WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, visit www.wexinc.com.

Forward-Looking Statements Disclaimer

This release contains forward-looking statements, including statements regarding the appointment of the Company’s new Chief Financial Officer and our expectations regarding his role within the Company. Any statements that are not statements of historical facts may be deemed to be forward-looking statements. When used in this earnings release, the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project”, “will”, and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially, including: the newly appointed executives’ ability to successfully fulfill or complete their roles, tasks and responsibilities, if at all, as well as other risks and uncertainties identified in Item 1A of WEX’s annual report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission on March 1, 2022. WEX's forward-looking statements do not reflect the potential future impact of any alliance, merger, acquisition, disposition or stock repurchases. The forward-looking statements speak only as of the date of this release and undue reliance should not be placed on these statements. WEX disclaims any obligation to update any forward-looking statements as a result of new information, future events or otherwise.

Contacts

News media:
WEX
Rob Gould, 207-329-1520
Robert.Gould@wexinc.com

Investor:
WEX
Steve Elder, 207-523-7769
Steve.Elder@wexinc.com