Card provider WEX reaches deal with activist investor; CEO Smith to stay

WEX’ position to push back against the Impactive slate of three directors had been undermined in recent weeks by recent recommendations of proxy advisory services that shareholders vote for the three directors backed by Impactive. 

In a proxy filing submitted to the SEC as recently as Thursday, Impactive quoted some of those proxy advisory companies and their recommendations. For example, Egan-Jones said the three Impactive nominees “bring skills, experience, and ownership alignment that would meaningfully strengthen the Board’s ability to evaluate strategic alternatives, including the potential spin-off of the Benefits segment, and to hold management accountable for operational performance.”

And in its recommendation, Glass, Lewis & Co. specifically argued that the chairman and CEO roles should be split, referring to “sustained underperformance” at WEX under Smith’s tenure as chair.

The trio going on the WEX board

The three persons recommended by Impactive who will be going on the board are Kurt Adams, Ellen Alemany and Lauren Taylor Wolfe. 

The three WEX nominees that were opposed by Impactive besides Melissa Smith were Stephen Smith (no relation) and independent director Nancy Altobello. Stephen Smith along with Melissa Smith will be on the newly-constituted 11-person board. But Altobello, a current board member, will not.

Adams is the CEO of IPC Systems, which WEX described as a “provider of network services and trading communications technology for financial institutions.” Alemany is a director at First Citizens BancShares, and is a former chairwoman and CEO at CIT Group, a financial services company. Taylor Wolfe is the co-founder and managing partner of Impactive.

As part of the agreement, the company’s annual meeting of shareholders, slated to be held Tuesday, will be held May 14, giving voters more time to cast their ballots on the new slate of director nominees.

The key argument made by Impactive in its proxy battle to put three new directors on the board was WEX’ stock market performance against its peers.

In one of its numerous proxy filings with the Securities & Exchange Commission in recent weeks, also sent to shareholders, Impactive described WEX and Corpay (NYSE: CPAY) as a “duopoly” with 40% market share in commercial fleet card issuance. 

But according to the proxy material submitted by Impactive, WEX’ stock has fallen more than 20% in the last five years while Corpay’s has risen 38%.

Smith’s compensation relative to the company’s stock performance also had been raised as an issue by Impactive. 

Three directors at WEX last year received more than 30% votes against their retention on the board, including Mellissa Smith. Other WEX nominees received single-digit “no” votes. 

That surge of negative votes against the three nominees in 2025 came after Impactive sent a letter to shareholders saying it would oppose the trio. That may have set the stage for this year’s successful proxy battle by Impactive.  

WEX’ stock reacted positively to the news, rising $3.04, or 2.01%, to $154.18. Its 52-week high was reached on April 22 at $186.85.

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