Corpay (CPAY) CEO Ronald Clarke Receives 300,000 Performance PSUs

What Happened

• Ronald Clarke, CEO and Chairman of Corpay (CPAY), received three grants of performance-based restricted stock units (PSUs) on 2026-07-22: 3 awards of 100,000 PSUs each, totaling 300,000 PSUs. Each PSU represents a contingent right to one share if performance conditions are met. The reported acquisition price is $0 (award/derivative), so no cash was paid.

Key Details

• Transaction date: 2026-07-22; Form 4 filed: 2026-07-24 (two days after the transaction).
• Grants: 100,000 PSUs @ $0 (A); repeated three times = 300,000 total.
• Performance targets:
  • 100,000 PSUs vest if CPAY closing price ≥ $425 on five separate trading days before Aug 31, 2028.
  • 100,000 PSUs vest if CPAY closing price ≥ $450 on five separate trading days before Aug 31, 2028.
  • 100,000 PSUs vest if CPAY closing price ≥ $475 on five separate trading days before Aug 31, 2028.
• Each PSU converts to one share upon vesting per award agreement (footnote F1). Vesting is also subject to the equity-plan and award-agreement terms.
• Shares owned after the transaction were not disclosed in the provided excerpt.

Context

• These are performance-based awards, not open-market purchases or sales. They only result in actual shares if specified price milestones are met within the performance window, so they do not represent immediate stock ownership or an immediate sale.
• PSUs are a common form of executive compensation designed to tie pay to stock performance; if earned and settled, they can dilute existing shareholders when converted to common shares.