WEX Inc. ($WEX)

Thank you for standing by, and welcome to the WEX virtual fireside chat. I'd now like to turn the call over to Steve Elder, Senior Vice President of Investor Relations. You may begin.

Thank you, operator, and good afternoon, everyone. Thank you for joining us. With me today are Melissa Smith, the WEX Chair and CEO; and Dave Foss, the incoming Vice Chair and Lead Independent Director. During today's call, we'll be referring to a presentation we issued on April 16. That presentation has been posted to the Investor Relations section of our website at wexinc.com, and on votewithwex.com, and has also been filed with the SEC. Except as otherwise noted, any references to the presentation issued on April 16, including the information contained therein is as of the dates indicated in that presentation, and does not reflect events or developments occurring after such dates. As a reminder, we will be discussing non-GAAP metrics, specifically adjusted net income, which we sometimes refer to as ANI, adjusted net income per diluted share, adjusted operating income and related margin, adjusted EBITDA and return on invested capital measurements as well as adjusted free cash flow during our call. Please see the appendix of the presentation we issued on April 16 and our Q1 2026 earnings materials, which can be found on the Investor Relations section of our website at wexinc.com. For an explanation and reconciliation of these non-GAAP measures to their most directly comparable GAAP measures. The company provides revenue guidance on a GAAP basis and earnings guidance on a non-GAAP basis due to the uncertainty and the indeterminant amount of certain elements that are included in reported GAAP earnings. I would also like to remind you that we'll discuss forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those forward-looking statements as a result of various factors, including those discussed in the press release announcing our recent quarterly financial results and the risk factors identified in our most recently filed annual report on Form 10-K and in our subsequent quarterly reports on Form 10-Q and other subsequent SEC filings. While we may update forward-looking statements in the future, we disclaim any obligations to do so. You should not place undue reliance on these forward-looking statements, all of which speak only as of today. So with that, I'll turn the call over to Dave to begin.

Thank you, Steve. Good afternoon, everybody. By introduction, my name is Dave Foss. I am, as Steve mentioned, the incoming Lead Independent Director for WEX. I joined the Board in November. I'm currently a member of the Nominating Governance Committee and the Audit Committee. And previously, as some of you may know, I was CEO of Jack Henry & Associates, and I'm currently the Board Chair at Jack Henry. I'm also the Chair of the Nominating Governance Committee at CNO Financial, which is a public insurance provider. So for today's call, what I'd like to do is start out by giving you a little bit of background on our business, and then I'm going to turn it over to Melissa and ask her to talk about recent developments, recent momentum at the company and also share some thoughts about our engagement with Impactive and what kind of the evolution of the board in recent history. And then I'll wrap it up with some commentary on Impactive and its nominees and then we'll have some question and answer at the end. So to begin, I'd like to start on Page 8 in the deck that you've been providing, and just give a high-level overview of the company and essentially what the business does. So first off, WEX is a global financial technology company. And I think that's important to note that we do business all over the globe. And we've really operated under three primary segments, and they're listed kind of in the middle of the page there. The first is Mobility, the second is Benefits and the third is Corporate Payments. Okay. What do those three segments do? Let's start with Mobility. So Mobility is kind of the heritage of WEX. In Mobility, we do a lot of different things. But just to kind of boil it down to the key piece of that business, it is offering fleet cards. So let's say that you own a fleet of trucks, whether you're a big carrier or a smaller regional carrier, and you want your drivers when you have to refuel, you want them to have control over that process. You can contract with WEX. We issue you a set of cards that you give to your drivers. So when the driver pulls into, well say, a Chevron station, they have a Chevron branded card and they pay using that card. What's the advantage to the fleet owner. First off, they can manage their spend because WEX has prenegotiated discounts on that fuel. So the fleet owner is getting a deal there. Secondly, the fleet owner can control who's spending and where and when are they spending. Thirdly, there are built-in fraud protections because in this model, WEX operates what's called a closed loop network where the transaction never leaves WEX. It is managed completely by WEX. And so the fleet owner has control over fraud and also insurance of compliance. And again, lots of other things we do in the Mobility segment, but that's kind of the primary business of that piece of the business. Second segment is Benefits. So the Benefits business, here, too, to give an example, lots of things we do in benefits, but the primary piece is around HSAs, health spending accounts. So let's say you own a business. You want your employees to have the ability to manage a health savings account, you contract with WEX. WEX enables your employees to make deposits to their HSAs. And then WEX provides the tools. So when the employee has a legitimate medical expense, they can make those payments out of those HSA accounts to a legitimate medical provider. WEX provides, not only the platform to the deposits, which, of course, is WEX Bank. But WEX provides all of the tools to ensure compliance so that the employee isn't paying for things out of their HSA accounts that aren't allowed given the rules around HSA accounts. So we're gathering the deposits. We're managing the account for the depositor. We're enabling those transactions. We're ensuring compliance. And of course, we have fraud tools built in there as well. And then the third segment is Corporate Payments. So in Corporate Payments, lots of different things here as well that we can do. But primarily, this is about moving money from one commercial customer to another commercial customer. So let's say, you own a commercial business. Many commercial businesses when they pay other commercial businesses, they're cutting checks, paper checks, even today in 2026, sadly. But WEX enables that functionality where you can move transactions electronically. This is not payroll, so it's not the employer or the commercial business paying an employee. This is all about the commercial business paying other businesses. And so it's a broad suite of solutions all built on this foundation of moving money in a compliant fashion and providing the fraud tools and the reporting back to whoever the business is regarding the movement of that money and the movement of those transactions. So let's quickly flip to Slide 9, and let me just highlight who the competitors are for these three segments. So first off, under Mobility. You will note that when you listen to Impactive, Corpay as always highlighted and certainly, they are the largest competitor in this segment, but there are a number of other competitors that has demonstrated on this slide below Corpay. In the Benefits segment, same thing. HealthEquity, #1 competitor, but a whole bunch of different competitors there. And then in Corporate Payments, a wide variety of competitors. The thing that I'll point out to here is note that most of those competitors are banks. So down in the bottom corner, MVB is a bank, Cross River is a bank, Capital One. Many of these are banks. Why does that happen? Because it's very common for a commercial customer, when they want to move money more efficiently, they go to their banker and say, hey, help me move this money. And so lots of banks have created similar technology. The advantage, of course, that WEX has is we are a bank, but primarily, we are a technology company. And so we have a leg up, I think, on most of those banks as far as offering a more well-rounded offering and a well-rounded service. So with that, let me turn it over to Melissa to talk about some aspects of the business and like I mentioned, recent momentum and where we are today.

Thanks, Dave. As you can see on Slide 11, we're really proud of the long-term growth profile of the company. Over the last 10 years, we've grown revenue 11% and EPS 17%. We've also delivered solid long-term growth across each of the business segments. And it's really important to us that we're doing that competitively in the marketplace. And you can see on Slide 12 how we are outperforming our peers over a long period of time, both in Mobility and in Benefits. We also executed well in 2025, and our financial results reflect that. You can see in 2025, we recorded record revenue and record earnings. In fact, in 2025, our adjusted EBITDA even surpassed the upside model projections that Impactive has set for the company 3 years earlier. You can see that on Slide 15. Despite Impactive's claims to the contrary, we are also generating better returns on capital than Corpay, which you can see on Slide 16. We spent a lot of time analyzing our business and returns. And one thing to keep in mind is because we own a bank, it makes the ROIC calculation more complicated than our peers. For example, we've got billions of dollars of HSA accounts where we earn returns on that money, but there's really modest cost associated with that interest income. So there are customer funds, not corporate capital. Likewise, the bank funding that supports our receivables requires relatively modest corporate operating capital. So when we measure ROIC, we look at corporate capital. That is the actual capital that we're invested in working in our business, and we exclude customer deposits and other bank funding. I'd remind you that there are strategic benefits we get from WEX Bank, including really low cost of funding of our receivables and higher interest that we're earning on our HSA deposits compared to what you'd see from a third-party bank. Looking at the company as a whole, we returned to growth in the third quarter of 2025, and that growth accelerated into the fourth quarter. As you can see on Slide 19, when you think about the third quarter was a really important inflection point for us. And you can see that growth has just continued. In fact, last week, we announced earnings for the first quarter of 2026, and we delivered year-over-year increases in revenue and adjusted earnings, both exceeded the high end of our guidance range. Some of the things to highlight, if you look across the picture of our segments, we saw a strong performance in Mobility revenue performance improved. We had revenue increases of 3.2% year-over-year. We did have some tailwinds with higher fuel prices in the U.S., but that was actually offset by international fuel price spreads, really is a story of improving execution and it's still a challenging market that we're in, and we feel good about the results there. In Benefits, we delivered a really strong open enrollment season which, as you know, that position us well for the rest of the year. HSA accounts were up 8% year-over-year to more than $9.4 million. And then Corporate Payments, and if you look at our growth compared to prior year, revenue was up 9.3% in the quarter, and that was driven based on volume growth. We expect this momentum to continue in 2026. Remember, we just raised our guidance. We expect to have another record year of both revenue and adjusted net income per share at the midpoint of that guidance. We've really spent the last few years investing in our platform, which is an important point for us, the product set, the go-to-market engine, the team that we have, and we've moved to this phase of scaling our investments. And when we think about last year was an investment year, this year was a scaling year. We now expect to see increased operating leverage and that's going to drive meaningful margin improvement. In fact, at the midpoint of our guide, we're assuming 75 basis points of margin improvement in 2026, macro neutralized. If you look at Slide 21, we think that our fundamental business performance has driven improved shareholder returns. We've outperformed our current and previous set of performance peers year-to-date since our third quarter 2025 earnings release, and over the last year on a TSR basis. And if you look over the long term, our shareholder returns have been broadly in line or even ahead of those performance peers. That said, even with the stock up nearly 20% in the last 12 months, we're not satisfied with the current stock price. We have more work to do to deliver the returns that you expect and that we expect. And we are taking decisive action in order to make sure that we strengthen the business and position WEX for the long term. So let me talk through some of the things that we are actively doing right now. In Mobility, we've launched new solutions. We increased investments in sales and marketing, and that has led to a 1% improvement in the first quarter this year in new sales coming in. We're seeing really good success in product market fit with the products that we have in the marketplace and 10-4 being one of them. We've also implemented targeting price increases over the last several years. Between '24 and '25, we implemented $70 million worth of price increases in our Mobility business and continue to do that through 2026. In our EV business, we've rolled out integrated EV offerings, market-leading solutions in the Mobility space, and we're really excited about how those products are fitting in the marketplace, albeit not as much adoption in the U.S. as it was -- we would like. And then in Corporate Payments, we went through this transition with our large online travel agency customer. We've gone through that. And you can see it in our results in the first quarter, really strong performance, post-cycle where we're finding new areas of spend across the business and finding ways that we can use our solutions to co-innovate with our customer set. We're also selling our Corporate Payments, Embedded Payment Solutions outside of travel in a way to continue to diversify the business and seeing really good product market fit there. The other thing we've been really big believers in is AI. It's been a really big topic in our boardroom over the last couple of years, it's something that we've used in a very focused way, starting with our risk tools a couple of years ago, which has enabled us to do the work we're doing right now and extending into small business. And then more recently, we focused on product and technology, and it's really changing the way that we're moving products into the marketplace. It's accelerating the speed. We talked about the fact that we have a 50% improvement and product innovation velocity in 2025. We're able to prototype faster, test ideas with customers more rapidly, and we're able to do that with less people. We actually have 8% less employees now than we did in 2023. So we're able to get more done with fewer people by reimagining the way that work is getting done. And the result of that is WEX is just more focused, we're more resilient and we're better positioned than we've ever been before. And we're really excited about how we're executing against our strategic plan and how that's translating into customer benefit and ultimately will translate into share price performance. Now I want to talk a little bit about the engagement we've had with Impactive. As a Board, we've had constructive engagement with investors, and it's really important to us. Our Board does a lot of investor outreach. I spend a lot of time with investors as well. We welcome constructive feedback. We make sure that we have those open dialogues. And we've done our best to be responsive to Impactive. Over the last 5 years, our management team, our directors, we've engaged extensively with Impactive principles. We've had dozens of meetings. We spent hundreds of hours, we're viewing Impactive analysis and evaluating its recommendations. And we've taken action in areas where Impactive's feedback was consistent with our perspective. And you can see examples of that on Slide 23. Impactive has presented ideas to the full board. And many of our directors have met with Impactive principles in smaller groups as well. Now in our recent discussions Impactive is advocated primarily for two things: a spin-off of the sale of the Benefits business; and the mega stock grant. Now we carefully evaluated both of these proposals. As you can see on Slide 24, including with the assistance of outside experts. So with respect to the Benefits segment separation, One of the things we do each year at the Board is we look at business configuration and have for a number of years. We also, during our strategic planning meeting, bring in outside parties, either investors or analysts that come in and speak to the Board as well as investment bankers. And so for years, we've looked at business configuration. This year, the Board went deeper. We engaged not only JPMorgan, but Bank of America. So we worked with both parties to look at the proposal of breaking the company up. The finance committee went particularly deep over a series of months, evaluating a sale, a spend, a joint venture, really any scenario that could be value creating to our shareholders. And ultimately, they decided that -- and I would say both investment banks worked independently. They both had access to all the same information and both independently concluded that the businesses are stronger together. Our Benefits business aligns with our strategy, our technology base, our customer focus, our organizational strengths that shares common infrastructure with other businesses. If we were to divest the Benefits business, the RemainCo would actually have lower growth, greater customer concentration, more exposure to fuel prices. And so there were RemainCo valuation issues and as importantly, significant dissynergies when you actually started to strip out the benefits that we have with our bank that made the idea of pulling the pieces apart, not attractive. Alternatively, the Board also, in this case, it was the Compensation Committee, our Leadership Development Committee evaluated Impactive's mega grant idea. They conducted an in-depth review. They had an independent compensation consultant look at a range of factors, some of the things that they were looking at was internal pay equity, the investor and proxy adviser policies, they've looked at a history of stock performance where mega grants have been used both the for the grant and then and post-grant. And ultimately decided that the compensation framework that we had was more appropriate to creating long-term shareholder valuation. And one thing of note is, I'm sure you've seen in the proxy, the Leadership Development Committee have been moving anyway to increase emphasis on share price and my total compensation and it's become a bigger piece over the last several years. And so they just instead continue to push for more TSR representation in the stock and turned down the idea of a mega grant. And then I'm going to turn it back to you, Dave, to talk more about the recent engagement with Impactive.

Okay. Thank you, Melissa. Maybe before I move forward, I do want to offer a little commentary on these items that Melissa was just sharing. So I mentioned at the outset here that I just joined the Board in November, so I'm the new guy, on the WEX board. One of the things that really struck me when I first joined the Board and started to come up to speed on what had been happening was the level of engagement that the Board has had with Impactive. So this isn't just over the past month or two, and this has been going on for years. And it appeared to me to have been really constructive engagement, as Melissa highlighted, several of the ideas were implemented by the leadership team and then a couple with thorough investigation, and the Board decided not to pursue. Specifically on the spinout of benefits, so you may find it interesting that when I started to learn about that from Melissa asked, okay, who were the bankers? I knew that it was BofA and JPMorgan who had done the analysis, but who are the bankers, the people who actually did that analysis because I've been in this game a long time. I know a lot of bankers and sure enough, one of them was somebody that I've worked with us a lot. So I shortly after that discussion, arranged a meeting to go through the analysis, just one-on-one, help me understand why you arrived at this decision as an investment banker. And I think it's important for you all to remember that if you are an investment banker, the way you make money is in doing a deal, right? It's not doing this analysis. And it's certainly not showing up and saying, yes, we don't think you should do a deal. The way investment bankers make money is by finding a way to get a deal done. And so to have two world-class investment banks come back and say, there is not an opportunity here. I think that spoke volumes to me that the idea was certainly creative, but not the right one at the right time. So that was my initial analysis when I joined the Board. So let's talk about what we've been doing here in the recent past. I'll flip you to Page 26 in our deck. We had a lot of engagement since February, of course, February was when Impactive submitted their notice of nomination and since that time, we've engaged regularly with Impactive. I personally have been having those conversations. And so you see on 26, kind of the progression of the the settlement offers that we've made. We at the Board level, have been very focused on trying to come to a reasonable settlement with Impactive and ensure that we did the right thing for the company and for the shareholders. It's -- our proposals have been rejected. And of course, there's this focus, not only on removing our Chair and CEO from the Board, but also the chairs of two of our committees to replace with two Impactive candidates. And so it's a very disruptive proposal that's been made by Impactive. And with that in mind, we've really been trying to be constructive about coming up with something that might be mutually agreeable. If you slide forward to Page 27, this is something too that impressed me about this board when I first joined I didn't realize the level of refresh that the Board has gone through in the last several years. So you'll see several people that have been added in the last 5, 6 years and then those that have rolled off, through normal retirement generally. I think it's a really healthy progression that this Board has been through over the last several years to ensure a strong board going forward, to ensure that there is not entrenchment at the Board level people protecting their jobs and that kind of thing. I think it's been a really healthy initiative by the Governance Committee and by the Board overall to ensure that we're doing the right things at the governance level. I would also like to point out, so if you move to Slide 29, we -- as a part of this process in engaging with Impactive, we did the normal interview process with the 3 candidates that were proposed. So as opposed to just saying no, we ran through our normal governance process. We had -- we do team interviews. So one team was Nancy Altobello, who is our Governance Chair; the other team was Melissa with Susan, who is on the Governance Committee. And we conducted full interviews of all of the candidates just to make sure that we knew who they were and how they might be as a fit on our Board. And I think those were good solid conversations. The challenge was that Kurt and Ellen, who, of course, for the other proposed candidates and are currently on the slate for Impactive, they were essentially additive to what we already had on the board are duplicative to what we had on the board already, both good people, I think, good potential board members, but not additive or some really extensive skill set that we didn't already have. I think it's also important to point out, there's been this idea that Ellen because of her strong banking background. And of course, my entire career was in service of banks, so I knew of Ellen and had worked with her bank, CIT Bank in New York, extensively. I think there's this idea that, Ellen, because of her banking background is going to be additive to the bank board. And I think we need to be clear about the fact that the bank board is a separate entity. The corporate Board is an entirely separate entity from the bank board. And if you sit on the corporate board, you don't sit on the bank board, and we have to comply with FDIC rules and regulations around that. So I think that's an important distinction that I want to make sure we're clear on. But -- so in an effort to try and resolve all of this, we talk to Impactive about potentially adding one of the independent directors shortly after because Impactive wasn't amenable to that idea. We went back and said we'll add two of the independent directors. Again, Impactive wasn't amenable to that. And so we are where we are today. So I think it's important for you to know why then for Lauren, in particular, why there has been this position that we didn't want to add Lauren to the Board. And we tried to highlight that in the deck on Page 30. I'm not going to go through this in a lot of detail. But I think it is important for you all to know that we took this very seriously. We know that this is a public debate, and we took this very seriously. This is not, we don't like you campaign, this was a thoughtful analysis of Lauren as a Board member and we tried to be diligent in ensuring that if we were to recommend to the shareholders that Lauren to join the Board, it was a recommendation that would be made the way we would do that with any other potential candidate. So let me take you to Slide 31 and just do a little summarization of where we stand. So I think it's important, if you listen to what Melissa was just talking about, it's important to recognize that our strategy is delivering results today. We have just discussed record revenue, record net income per share. Our product innovation is faster than it's been. Melissa has highlighted that. We're executing on strategic initiatives today. We're exceeding the projections that Impactive have made in 2022 for us as a company in 2025, 2026. And so I think the company is executing well. Certainly, we're not satisfied with the stock price. We understand that. But I think it's also important to recognize that in our sector, the payment sector, many companies have been kind of going sideways here for a little while. And so I think the company is performing well. And so the thing I would highlight is this is not a broken company. This is a company that is functioning well with terrific leadership and is delivering for our customers and long term for our shareholders. Likewise, I would emphasize, this is not a broken board. So the Board and management have engaged constructively with Impactive for a significant period of time. And I think it's important to note that the Board is not entrenched. They are not trying to protect their jobs, as I pointed out, with all the refreshment that's happened here in the past few years. This is a board that is trying to practice good governance, and make sure that we're managing the company or providing oversight that is proper for this company. And I would again highlight what I said earlier, both for the Impactive candidates removes not only our CEO from the Board, but it removes two of our Chairs from the Board. And I think that's very significant to remember, very disruptive to the Board for people who really have done a pretty good job for the shareholders over time and people that are engaged with the company and trying to ensure proper oversight for this terrific company. So with that, I think we'll end the prepared remarks, and I know we have some Q&A to run through, and so I'll turn it back to Steve.

Yes. Thanks, Dave. So we just kind of gathered up some questions here that investors have been asking. So first one, Melissa, why don't you use your proxy peers in any of the TSR comparisons like Impactive did?

Yes. Actually, like many publicly traded companies, we actually have two peer groups, and we use them for different reasons. We use our compensation benchmarking peers, and that's what Impactive was referring to as our proxy peers. We use that to benchmark executive compensation. So we think of that as those are companies where we compete for talent, but it's not intended to be used to measure performance. We also have a separate set of peers, which we call our performance peers, which are listed in our proxy statement. This group includes companies that we compete in the marketplace for investor capital. So -- and some of the companies also have similar macroeconomic forces. We think that's a better benchmark. And what we have used historically as a comparison. Just to note, we actually started using the Performance Peer Group in 2021. So we used a group that we had put together and talking to investors years ago, we used it in '21, '22, '23, '24. And then in '25, we engaged an outside firm to come up and professionalize that to come up with their list of performance peers to be -- to use and use that to consider our TSR performance against. And so we have altered it, but only to make it that much more reflective of the company and those that either we compete with on shareholder money or have similar market dynamics as we do.

Excellent. The second one here, also, I guess, for you, Melissa, why do you think your return on invested capital calculations are so different from Impactive's?

Well, it's a great question. Our ownership of the bank makes the rate calculations more complicated than our peers. And I said this earlier, but we've got billions of dollars in deposits and HSA accounts, and we earn right now about 5% returns on that money that we have very little costs associated with the interest income. So they're customer funds, they're not corporate capital. If you look at how Impactive calculates ROIC for Corpay, they exclude interest costs and the costs associated with their securitization facility that funds their working capital. We don't use a securitization facility. We use our bank because the funding cost is lower. So if you exclude the bank that makes the comparison to Corpay apples-to-apples, Impactive is just not properly accounting for the WEX Bank, and that boosts break when done correctly. Impactive things to the bank is a drag on ROIC, and frankly, it's just wrong. You actually don't see ROICs as a measure in banks for that reason. And so what we're doing is stripping that out. But the other thing I'd say is when Impactive presented at the Sohn Conference in 2022, they agreed with us that we generate great returns on capital. They -- Impactive they pegged their ROICs at that point in time at 20% plus. And the other thing that we thought, I think a lot of is how does our WACC compare as well as ROIC. And when you look at our WACC according to Bloomberg, it's lower than Corpay's. So we're actually creating greater economic value for our shareholders. So ROIC actually doesn't need to be as high because we've got a better spread. However, the ROIC is comparable and our WACC is lower. The other adjustments we make to EBITDA are stock-based compensation and foreign exchange. Those are really common. And when we present ROIC analysis using new path, which includes stock-based comp and amortization, the conclusion is similar. So we've done this a couple of different ways. We're showing it to give you a comparison to Corpay because that's where Impactive has made the comparison. And we compare well.

Great. Dave, let's get you involved here. Is Ramp really a competitor? And if they are a competitor, why were they not identified in our most recent 10-K? And does the fact that Lauren's Husband or spouse run a VC fund that owns a stake in Ramp, does that really disqualify her from serving on the board?

Yes. So Ramp is definitely a competitor. This is not some tactics. So let me just tell the story a little bit about Ramp. The company was aware of Ramp, but Ramp is a start-up company, right? So it's a small company, but it is growing very quickly. And so when it comes to the topic of why didn't you disclose this in your 10-K. For any company of any size, it's almost impossible to disclose every single company. I know that we had that challenge in my company when I was running, trying to identify every single possible little company start-ups that oftentimes begin business and then they're gone. But we were aware of Ramp. And I think the significant thing here to note is that Ramp, on their website, identifies WEX as a competitor. So whether it was in our 10-K or not, they believe we're a competitor and they have sent mailers out e-mail solicitation to WEX customers indicating that they have a history of displacing WEX customers with their solutions. So they freely admit that WEX is a competitor. Okay. So then how big is this competitive stake? Of course, we don't know exactly how much the investment is. We believe it's one of Lux's largest, most profitable investments. Lux, of course, is a VC firm co-founded by Ms. Taylor Wolfe's Spouse. And right now, we estimate the stake to be more than $300 million. So it's a significant stake if our estimation is correctly that the family has in this company. I think what's notable about Ramp, again, we knew about Ramp, but what's notable here is that it was another one of our investors who came to us and said, this seems concerning that one of the two partners at Impactive is so heavily invested in this competitor. And this investor said that we think you need to get more serious about this. So it's very interesting to me that an investor had that level of concern that they would come to Melissa and myself and want us to make sure that we were being sensitive to this. So why does this matter? Well, if you've ever been in the corporate board room, of course, you know that there is sensitive information, highly sensitive information being discussed all the time regarding competitive strategy and pricing and product roadmaps and all of that type of information. And so that's something that it's a heightened level of concern for us to have somebody in the boardroom who has such a significant economic investment in a rising competitor as the situation is with Ramp today. So that's why we took the position we did. It is not that we're trying to be petty about something. We believe this is a significant competitive concern and something that we needed to raise to the level of awareness.

So Dave, I'll stick with you for a second. We did offer -- you did offer to 2 of Impactive nominees, Kurt and Allen, to the Board. So wouldn't that kind of imply that you think that they would be additive to the Board? And why do we think they aren't the right fit now?

We did that move, as I alluded to earlier, we did that move in the spirit of trying to be cooperative, productive with conversations with Impactive. Trying to bring this to a resolution. As I said, we think there's a lot of duplication in the skills, having another person on the board with the same skills is that detrimental to the Board. I would say not, particularly with Ellen. She's an accomplished director. She has a lot of experience. So having somebody like her in the boardroom, that's not a negative. But what really is concerning is the idea of replacing our existing directors and especially our CEO, who is on the board, the idea of replacing our CEO on the board with somebody who doesn't bring the experience that the directors that we have today to the Board, that's where the concern is. So we offered in the spirit of being constructive and trying to resolve this. We offered to put those two folks on the board. As I mentioned earlier, that offer was rejected by Impactive.

All right. Dave, I'm going to go back to you for one more, and then I'll give you a break. But we say that the Impactive's nominees, their experience largely overlaps with other directors. But wouldn't you say something is also similarly true with Nancy Altobello?

I wouldn't. So Nancy, if you read through her CV, she has extensive experience that is different from either of those candidates. She was Global Vice Chair at Ernst & Young, brings audit accounting experience, CPA credentials and human capital perspective because of a role at EY over the years. And so she has an entirely different and more expansive CV, I think, than the candidates that we have -- that Impactive has proposed. She's also on the Board of two other multibillion-dollar public companies and is chairing other committees on her other Board. So she brings a lot of experience in a lot of desirable areas, things where we really need that experience on our board. So we think that replacing Nancy with one of the Impactive nominees is a loss of critical expertise and continuity and introduces risk at a time where we don't need risk, we are building momentum, and we think that Nancy is doing a great job.

All right. So Melissa, it seems like there's a lot of directors from New England that are on the board. Doesn't that kind of suggest it's a little bit insular, for example, Steve Smith, is he only on the board because he lives in Maine or happens to be a friend?

When the Board started, it was mostly New England-based. But now the majority of our directors actually reside outside of New England. Dave is a great example of that. And each director goes through a really thoughtful process. We start with creating a spec of what we want for the next board member, and that's driven based on the Governance Committee. And then based on that spec, we go into the marketplace and find somebody who has the appropriate skills and background, and it has nothing to do with their geography. And if you look at the profiles across our board, they've lived and worked across the country. Some of them have lived and worked outside of the United States and really great mix of experience. In respect to Steve, who is -- ironic as Steve moved to Maine from China, he is originally from New York, he was approached in 2018 by WEX's then Chair. So Mike Dubyak and Vice Chair Row Moriarty to join the Board in 2019. He was invited by the entire board at the time, and he had a lot of global experience and had moved to Maine to go through a transformation at L.L. Bean and has been really successful as their CEO over the last 10 years. So his experience is unique and he is a really great contributor to the Board. And has made a number of changes in this period of time since 2023, when he spent compensation share which are quite shareholder-friendly. And so I think it's interesting to have someone say that. It's actually quite insulting.

That's all we have for right now. But if any shareholders have anything that they want to ask further, they can please just feel free to e-mail me. Thank you all for attending.

And this concludes today's conference. Thank you for your participation. You may now disconnect.