Impactive Capital is seeking to reshape the board of WEX Inc, including a proposal to replace its long-serving chief executive from her board roles, according to a report by Reuters citing regulatory filings and unnamed sources familiar with the matter.
The activist investor, which holds roughly a 5% stake, is pressing shareholders to vote out three current directors, including CEO Melissa Smith in her capacity as board chair. While Impactive is not seeking to remove her as chief executive, it argues that the roles of CEO and chair should be separated to improve governance.
The campaign comes ahead of WEX’s annual general meeting on 5 May and marks one of the most closely watched shareholder contests of the year. Impactive is also targeting directors Stephen Smith and Nancy Altobello, citing concerns over governance standards, executive compensation, and oversight.
At the same time, the fund has put forward its own slate of nominees, including payments and technology executive Kurt Adams, financial services veteran Ellen Alemany, and Impactive co-founder Lauren Taylor Wolfe.
The activist has criticised WEX for lagging shareholder returns, arguing that the company’s performance has trailed peers such as Corpay and HealthEquity since Smith assumed the chair role in 2019. During that period, the company’s market value has declined significantly, despite a more recent rebound in its share price over the past year.
WEX, which operates in fleet management, corporate payments and employee benefits, has maintained that it has engaged constructively with investors on strategy and governance matters. The company also operates a regulated banking subsidiary, placing it under oversight from US financial regulators.
The dispute has been further complicated by regulatory considerations involving the Federal Deposit Insurance Corporation and the Utah Department of Financial Institutions, which oversee parts of WEX’s operations. Impactive has said it has responded to regulatory inquiries related to its campaign.
