WEX, a global provider of intelligent payment solutions, has reached a cooperation agreement with Impactive Capital Master Fund LP, leading to a refreshed slate of director nominees for election at the Company’s 2026 Annual Meeting of Stockholders.
Under the terms of the agreement, three new independent directors—Kurt Adams, Ellen Alemany, and Lauren Taylor Wolfe—will be nominated to the WEX Board of Directors. Following the Annual Meeting, the Board will comprise 11 directors, and the roles of Chair and Chief Executive Officer will be separated, with Melissa Smith continuing as CEO, President, and a Board member. Impactive Capital will withdraw its prior nomination notice and support the revised Board at the Annual Meeting.
Melissa Smith, CEO of WEX, stated, “We are pleased to have reached a resolution with Impactive, which will allow the Board and management team to remain focused on executing our strategy, strengthening the business and positioning WEX for continued long-term growth. This outcome reflects our commitment to constructive dialogue and effective governance. We look forward to working with Kurt, Ellen and Lauren toward our common goal of enhancing value for all shareholders.”
Lauren Taylor Wolfe, Co-Founder and Managing Partner of Impactive, commented, “We believe in the strength of WEX’s businesses and the Company’s opportunity to create meaningful long-term value for shareholders. The new directors joining the Board bring valuable, complementary skillsets—particularly in the areas of governance, capital allocation and operational efficiency. We are confident these additions will benefit the Company as we work closely with Melissa, the management team and the Board to help WEX realize its full potential. We look forward to supporting the newly composed slate of director nominees at the upcoming Annual Meeting.”
The new directors are slated to serve on the Board’s Nominating and Governance, Leadership Development and Compensation, Technology and Cybersecurity, and Finance and Audit Committees. The agreement also includes customary standstill and non-disparagement provisions along with voting commitments.
The Company will file additional proxy materials with the U.
S. Securities and Exchange Commission (SEC) reflecting the revised slate of 11 director nominees, which also includes Daniel Callahan, Aimee Cardwell, David Foss, James Groch, Derrick Roman, Melissa Smith, Stephen Smith, and Susan Sobbott. Shareholders who previously voted on Impactive’s white proxy card will need to submit new voting instructions using WEX’s revised proxy card. To allow for evaluation of these updated materials, the Annual Meeting has been rescheduled to May 14, 2026.
Kurt Adams has served as CEO of IPC Systems, Inc., a provider of network services and trading communications technology for financial institutions, since 2024. His previous roles include CEO of Optum Financial, Inc., Group President of Corporate Payments at Fleetcor Technologies, Inc. (now Corpay, Inc.), and President – Corporate Payments at U.
S. Bancorp. He is currently a board member of ConnexPay LLC.
Ellen Alemany joined First Citizens BancShares, Inc. as a board member in January 2022, having served as a special advisor and Vice Chairwoman. She previously held positions as Chairwoman, CEO, and President of CIT Group Inc., and led The Royal Bank of Scotland (RBS) Americas, including serving as CEO and Chairwoman of RBS Citizens Financial Group, Inc. She also served as CEO, Global Transaction Services of Citigroup Inc.
Lauren Taylor Wolfe is the co-founder and Managing Partner of Impactive Capital, an active impact investing firm established in April 2018. Before this, she was a Managing Director and Investing Partner at Blue Harbour Group, L.
P. from 2007 to 2018, and a Portfolio Manager at SIAR Capital LLC. She previously served on the boards of Envestnet, Inc. and HD Supply Holdings, Inc.
This summary of the agreement is subject to the full text, which WEX will file as an exhibit to a Current Report on Form 8-K with the SEC.
