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Get filing alertsCorpay grants CEO Clarke 300K performance stock units tied to $425–$475 price hurdles
Filed July 24, 2026 · Period ending July 22, 2026 · ~1 min read
Key Changes
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CEO Ronald Clarke received 300,000 performance stock units vesting in three equal tranches at $425, $450, and $475 stock price hurdles, each requiring five trading days at or above the threshold through August 2028.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Executive Armando Netto received 28,213 performance units with identical price hurdles and performance period, split into three tranches of approximately 9,404–9,405 units each.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Corpay granted performance-based stock units to CEO Ronald Clarke and executive Armando Netto on July 22, 2026, with vesting tied to stock price appreciation. Clarke's 300,000 units and Netto's 28,213 units vest in three equal tranches if the stock closes at or above $425, $450, and $475 on five separate trading days before August 31, 2028. The grants align executive compensation with shareholder value creation over a two-year performance period.
The structure creates clear incentive alignment: executives earn compensation only if the stock appreciates 12–25% from recent levels (assuming a baseline near $380). The five-day threshold requirement for each tranche reduces the risk of vesting on temporary price spikes. For retail holders, the grants signal the board's confidence in continued stock price growth and provide transparency into how management compensation is tied to shareholder returns through 2028.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Messrs. Clarke and Netto were granted 300,000 and 28,213 PSUs, respectively. The PSUs have a performance period (“Performance Period”) running from the Grant Date through August 31, 2028. The PSUs are subject to the achievement of stock price hurdles as follows: 100,000 of Mr. Clarke’s PSUs and 9,405 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $425.00 on five separate trading days during the Performance Period, an additional 100,000 of Mr. Clarke’s PSUs and an additional 9,404 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $450.00 on five separate trading days during the Performance Period, and the remaining 100,000 of Mr. Clarke’s PSUs and the remaining 9,404 of Mr. Netto’s PSUs will be earned if the closing price of the Company’s common stock equals or exceeds $475.00 on five separate trading days during the Performance Period.
Armando L. Netto received 28,213 performance-based restricted stock units with the same stock price hurdles and performance period as Clarke's grant. The units are split into three tranches of approximately 9,404-9,405 units each, earned at the $425, $450, and $475 price thresholds. This grant similarly aligns Netto's compensation with stock price performance through August 2028.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 27, 2026 · How we verify