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. It's 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. With that, I'll turn the call over to Dave to begin.
Thank you, Steve. Good afternoon, everybody. By way of 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 and Governance Committee and the Audit Committee. Previously, some of you may know, I was CEO at Jack Henry & Associates, and I'm currently the Board Chair at Jack Henry. I'm also the Chair of the Nominating and Governance Committee at CNO Financial, which is a public insurance provider. 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 gonna 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 the
Kind of the evolution of the board in recent history. 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. To begin, I'd like to start on page eight in the deck that you've been provided and just give a high-level overview of the company and essentially what the business does. First off, WEX is a global financial technology company, and I think that's important to note that we do business all over the, all over the globe. We really operate 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. 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. 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 they 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. When the driver pulls into, we'll 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 pre-negotiated 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. The fleet owner has control over fraud and also insurance of compliance. 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. 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. 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 make 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 account that aren't allowed given the rules around the HSA account. 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. The third segment is Corporate Payments.
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. 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. 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. 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.
Let's quickly flip to slide 9, and let me just highlight who the competitors are for these three segments. First up, under Mobility, you will note that when you listen to Impactive, Corpay is always highlighted, and certainly they are the largest competitor in this segment. But there are a number of other competitors, as demonstrated on this slide, below Corpay. In the Benefits segment, same thing. HealthEquity, number one competitor, but a whole bunch of different competitors there. Then in Corporate Payments, a wide variety of competitors. The thing that I'll point out to you here is note that most of those competitors are banks. Down in the bottom corner, M&T Bank is a bank. Cross River is a bank. Capital One. You know, 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." 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. 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. 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, you know, competitively in the marketplace. 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 had set for the company three years earlier. You can see that on slide 15.
Despite Impactive's claims to the contrary, we're 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. They are customer funds, not corporate capital. Likewise, the bank funding that supports our receivables requires relatively modest corporate operating capital. 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's 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 each of our segments, we saw 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, it's 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 positioned us well for the rest of the year. HSA accounts were up 8% year-over-year to more than 9.4 million.
In Corporate Payments, you know, 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. You know, we think about last year was an investment year, this year is a scaling year. We now expect to see increased operating leverage, and that's gonna 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. 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. 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, you know, Ten Four being one of them. We've also implemented targeting price increases.
You know, over the last several years, between 2024 and 2025, 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 with not as much adoption in the U.S. as we would like. In Corporate Payments, you know, we went through this transition with a 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, you know, 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 in extending into small business. 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've talked about the fact that we have a 50% improvement in 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. We're able to get more done with fewer people by reimagining the way that work is getting done. 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. 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. You know, 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. You know, over the last five years, our management team, our directors, we've engaged extensively with Impactive principals. We've had dozens of meetings. We've spent hundreds of hours, you know, reviewing Impactive analysis and evaluating its recommendations. We've taken action in areas where Impactive's feedback was consistent with our perspective. 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 principals in smaller groups as well. Now, in our recent discussions, Impactive has advocated primarily for two things: a spin-off of the sale of the Benefits business and a mega-grant.
Now, we carefully evaluated both of these proposals, as you can see on slide 24, including with the assistance of outside experts. 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. For years, we've looked at, you know, 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 spin, a joint venture, really any scenario that could be value-creating to our shareholders. 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. You know, our Benefits business aligns with our strategy, our technology base, our customer focus, our organizational strengths that shares common infrastructure with our other businesses. If we were to divest the Benefits business, the remaining company we'd actually have lower growth, greater customer concentration, more exposure to fuel prices.
There were M&A valuation issues and, you know, as importantly, significant dis-synergies 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 advisor policies. They looked at history of stock performance, where mega-grants have been used both before the grant and post-grant, and ultimately decided that the compensation framework that we had was more appropriate to creating long-term shareholder valuation.
One thing of note is, I'm sure you'll have seen in the proxy, the Leadership Development Committee had 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. They just instead continued to push for more TSR representation in the stock and turned down the idea of a mega-grant. With that, I'm gonna 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 wanna offer a little commentary on these items that Melissa was just sharing. 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. This isn't just over the past month or two. This has been going on for years. 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, the board decided not to pursue.
Specifically on the spin-out of Benefits, you may find it interesting that when I started to learn about that from Melissa, I asked, "Okay, who are 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? 'Cause 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 a lot. 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. 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, "Yeah, 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. 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. That was my initial analysis when I joined the board. 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. Since that time, we've engaged regularly with Impactive.
I personally have been having those conversations. You see on 26 kind of the progression of 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. 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 the two Impactive candidates. It's a very disruptive proposal that's been made by Impactive. 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. You'll see several people that have been added in the last 5, 6 years, and then those that have rolled off through a 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. As opposed to just saying no, we ran through our normal governance process. We do team interviews, so one team was Nancy Altobello, who's our governance chair. The other team was Melissa with Susan, who is on the governance committee. 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. I think those were good, solid conversations.
The challenge was that Kurt and Ellen, who of course were the other proposed candidates and are currently on the slate for Impactive, they were essentially additive to what we already had on the board or duplicative to what we had on the board already. Both good people, I think good potential board members, but not additive or, you know, 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 gonna 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. I think that's an important distinction that I wanna make sure we're clear on. In an effort to try and resolve all of this, you know, we talked 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. I think it's important for you to know why then for Lauren in particular, why there's been this position that we didn't wanna add Lauren to the board. We tried to highlight that in the deck on page 30. I'm not gonna go through this in a lot of detail, but I think it is important that 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 a 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 should join the board, it was a recommendation that would be made the way we would do that with any other potential candidate. Let me take you to slide 31 and just do a little summarization of where we stand. 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 made in 2022 for us as a company in 2025, 2026. I think the company is executing well. Certainly we're not satisfied with the stock price. We understand that. I think it's also important to recognize that in our sector, the payments sector, many companies have been kind of going sideways here for a little while. I think the company is performing well. 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.
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. I would again highlight what I said earlier. A vote for the Impactive candidates removes not only our CEO from the board, but it removes two of our chairs from the board.
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. With that, I think we'll end the prepared remarks, and I know we have some Q&A to run through, and I'll turn it back to Steve.
Yeah. Thanks, Dave. We just kinda gathered up some questions here that investors have been asking. First one, Melissa, why don't you use your proxy peers in any of the TSR comparisons like Impactive did?
Yeah. 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, that's what Impactive's 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. 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, you know, talking to investors years ago. We used it in 2021, 2022, 2023, 2024, and then in 2025 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.
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, Ian, it's a great question. Our ownership of the bank makes our ROIC calculations more complicated than our peers. You know, 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, but we have very little cost associated with the interest income. 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. If you exclude the bank, that makes the comparison to Corpay apples to apples. Impactive's just not properly accounting for the WEX Bank, and that boosts ROIC when done correctly.
Impactive thinks the bank is a drag on ROIC and frankly, it's just wrong. You actually don't see ROICs, you know, as a measure in banks, you know, for that reason. What we're doing is, you know, 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. Impactive, they pegged our ROICs at that point in time at 20%+. You know, other thing that we think a lot of is how does our WACC compare as well as ROIC? When you look at our WACC, according to Bloomberg, it's lower than Corpay's. We're actually creating greater economic value for our shareholders.
Our ROIC actually doesn't need to be as high because we've got a you know a better spread. However, the ROIC is, you know, comparable and our WACC is lower. The other adjustments we make to EBITDA are stock-based compensation and foreign exchange. Those are really common. When we present ROIC analysis using NOPAT, which includes stock-based comp and amortization, the conclusion is similar. We've done this a couple of different ways. We're showing it, you know, to give you a comparison to Corpay because that's where Impactive has made the comparison. We compare well.
Great. Dave, let's get you involved here. Is Ramp really a competitor? If they are a competitor, why were they not identified in our most recent 10-K? Does the fact that, you know, 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?
Yeah. Ramp is definitely a competitor. This is not some tactic, so let me just tell the story a little bit about Ramp. The company was aware of Ramp, but Ramp is a startup company, right? It's a small company, but it is growing very quickly. You know, when it comes to the topic of why didn't you disclose this in your 10-K, you know, for any company of any size, it's almost impossible to disclose every single company. You know, I know that we had that challenge at my company when I was running it, trying to identify every single possible little company, startups that oftentimes, you know, begin business and then they're gone. 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.
Whether it was in our 10-K or not, you know, they believe we're a competitor, and they have sent mailers out, email, solicitation to WEX customers indicating that they have a history of displacing WEX customers with their solution. They freely admit that WEX is a competitor. Okay, 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. Right now we estimate the stake to be more than $300 million. It's a significant stake, if our estimation is correct, 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, "You know, this seems concerning that the, one of the two partners at Impactive is so heavily invested in this competitor." This investor said, "We think you need to, you know, get more serious about this." 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. Why does this matter?
Well, if you've ever been in a corporate boardroom, 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. That's something that is a, you know, 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. 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.
Dave, I'll stick with you for a second. You did offer to appoint two of Impactive's nominees, Kurt and Ellen, to the board. 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?
Yeah, we did that move, as I alluded to earlier, we did that move in the spirit of trying to be cooperative, productive with our 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, you know, detrimental to the board? I would say not, particularly with Ellen. She's an accomplished director. She has a lot of experience, you know. Having somebody like that in the boardroom, that's not a negative. 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.
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 gonna go back to you for one more, and then I'll give you a break. You know, 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. 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 her role at EY over the years. She has an entirely different and more expansive CV, I think, than the candidates that we have or that Impactive has proposed. She's also on the board of two other multi-billion dollar public companies and she is chairing other committees on her other boards. She brings a lot of experience in a lot of desirable areas, things where we really need that experience on our board.
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's doing a great job.
All right. Melissa, it seems like there's a lot of directors from New England that are on the board. Doesn't that kinda suggest it's a little bit insular? You know, for example, Steve Smith, is he only on the board because he lives in Maine or happens to be a friend?
You know, when the board started, it was mostly New England-based, but now the majority of our directors actually reside outside of New England. Dave's a great example of that. Each director, you know, 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. 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. You know, 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 it's ironic 'cause Steve moved to Maine from China, and he's originally from New York. He was approached in 2018 by WEX's then Chair, so Michael Dubyak, and Vice Chair Ro Moriarty to join the board in 2019. He was vetted by the entire board, you know, at the time, and, you know, he had, you know, a lot of global experience and had moved to Maine to go through a transformation at L.L.Bean and has been, you know, really successful as their CEO over the last 10 years. You know, his experience is unique and he is, you know, a really great contributor to the board and has made a number of changes in his period of time since 2023 when he's been Compensation Chair, which are, you know, quite shareholder-friendly.
I think it's interesting to have someone say that. It's actually quite insulting.
That's all we have for right now. If any shareholders have anything that they want to ask further, they can please just feel free to email me. Thank you all for attending.
This concludes today's conference. Thank you for your participation. You may now disconnect.