By Svea Herbst-Bayliss
NEW YORK, April 10 (Reuters) - Impactive Capital is urging WEX shareholders to replace the company's long-serving CEO on its board of directors at next month's annual meeting as the activist investor presses on with a board challenge, according to sources and documents seen by Reuters.
The hedge fund is also telling the information management services company's investors it is not aware of looming regulatory snags that could trip up its proxy fight, addressing a potentially critical
issue the company raised last month. Impactive owns roughly 5% of WEX's shares.
Impactive wants to replace three sitting directors, including CEO Melissa Smith, who also serves as board chair, the documents show. The hedge fund is not pushing to oust Smith as CEO but rather to replace her on the board and to split the CEO and chair roles, which are combined at many companies, the sources said and the documents show. The sources are not permitted to discuss the hedge fund's plans publicly.
LAGGING SHARES, CEO PAY IN FOCUS
The hedge fund blames Smith for the company's lagging share price, says her pay is too high and considers the board's governance record poor, the documents show.
The hedge fund argues WEX shares have trailed primary competitors Corpay and HealthEquity and the S&P Mid-Cap Index since Smith became chair in September 2019.
During the same period, WEX's market value, now $5.5 billion, has fallen in half, losing shareholders $3.4 billion in value, the hedge fund said. WEX's share price has climbed 28% in the last 12 months.
WEX is primarily focused on fleet management, corporate payments, and employee benefits. Its board and management team have considered Impactive's input on strategy, capital allocation, and board composition, Reuters previously reported.
A WEX representative did not immediately respond to a request for comment.
WEX owns and operates WEX Bank, a Utah-based industrial-chartered bank, and is therefore regulated by the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions (UDFI).
Impactive also wants to remove WEX director Stephen Smith, who the fund says was partly responsible for rising management compensation, and Nancy Altobello, who it blames for allowing the CEO to keep her role as board chair even amid underperformance.
Instead, the firm is urging shareholders to elect technology and payments executive Kurt Adams, veteran financial services executive Ellen Alemany and Lauren Taylor Wolfe, one of Impactive's co-founders.
Impactive has spent months preparing for what is shaping up to be one of the year's most closely watched and bitter board fights, which is expected to be decided at the May 5 annual meeting. The hedge fund noted investors had already soured on the CEO last year when Smith received only 64.3% of support from shareholders, dropping from 97.7% support received in 2024.
WEX last month indicated in a regulatory filing there may be trouble ahead for Impactive related to requirements from the FDIC and UDFI for anyone planning to press ahead with a proxy fight.
The hedge fund said it has responded to the regulators' inquiries and received no additional requests from either.
(Reporting by Svea Herbst-BaylissEditing by Rod Nickel)
