DEF 14A of Aci Worldwide, Inc., Apr 22, 2024

DEF 14A of Aci Worldwide, Inc.

Filed Apr 22, 2024 · FY20230001193125-24-104829

Open on EDGAR

  1. Director Nominees

    Director Nominees The following provides biographical information regarding our director nominees and describes the key skills, experience and expertise that each director nominee brings to our Board.

  2. Director Nominees

    | Adalio T. Sanchez Age: 64 Director Since: 2015 Independent Committee Memberships: None, Chairman of the Board Other Public Company Boards: Two | Current Roles • Chairman of the Board of ACI Worldwide, Inc. • Serves as a Director of Avnet, Inc., a global electronic components distribution and technology solutions company • Serves as a Director of Snap One Holdings, Corp., a smart home technology solutions and distribution company • Member of the Supervisory Board of ASM International N.V., a Dutch semiconductor wafer manufacturing process equipment company • Member of the Board of Trustees of the MITRE Corporation, a not-for-profit firm that manages federally funded research and development centers supporting several U.S. government agencies • Serves as a Director of the Florida International University Foundation Past Roles • Served as interim CEO of Quantum Corporation, a computer storage systems company, from November 2017 to January 2018 • Served as Senior Vice President of the Lenovo Group Limited (HK: 0992), an international technology company, from 2014 to 2015 • Served in various capacities at International Business Machines Corporation, a global technology and innovation company, from 1982 to 2014, including sixteen years in senior executive officer and global general management roles • Former member of the Board of Directors of Quantum Corporation, from May 2017 to April 2019 Skills and Qualifications • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • International Experience |

  3. Director Nominees

    | 16 | |

  4. Director Nominees

    | Juan A. Benitez Age: 50 Director Since: 2024 Independent Committee Memberships: Committee assignments have not yet been made Other Public Company Boards: None | Current Roles • Board Observer of NomuPay, a provider of payment solutions in Southeast Asia, Europe and Turkey Past Roles • Former President of GoFundMe, an online fundraising platform • Served in various executive management roles at PayPal, a global payments company, including as Chief Technology Officer of Braintree Payments and as General Manager of Braintree Payments • Served at Yahoo! for nine years in various capacities in Yahoo!’s Advertising Products Group, including as VP of Engineering and VP of Search Advertising Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • Risk and Regulatory Experience • International Experience |

  5. Director Nominees

    | Janet O. Estep Age: 67 Director Since: 2015 Independent Committee Memberships: Audit, Corporate Governance Other Public Company Boards: One | Current Roles • Serves as a Director of Alerus Financial, a diversified financial services company Past Roles • Former President and Chief Executive Officer of Nacha (2008-2019) where she guided strategy and oversaw daily operations and rule-making processes for the ACH Network and rules and standards development for other payment types • Served in various executive management roles at U.S. Bank from 1997 to 2008, including as Executive Vice President of its Transaction Services Division and its Merchant Payment Services Division • Served as VP of Sales & Marketing for Pace Analytical Services from 1993-1997, a nationwide environmental laboratory services company, as well as General Manager of its Twin Cities lab • Served in a variety of corporate, product development and sales management positions at IBM for 15 years in its Data Processing Division, its ImagePlus Software Division and its General Sector Division Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • Risk and Regulatory Experience |

  6. Director Nominees

    | Mary P. Harman Age: 54 Director Since: 2021 Independent Committee Memberships: Corporate Governance (Chair), Compensation Other Public Company Boards: None | Current Roles • Serves as a Non-Executive Director of Capital Markets Gateway, LLC, a private financial technology company whose end-to-end equity capital markets platform connects leading banks and assets managers across the capital raising process Past Roles • Served as a Non-Executive Director of Blue Ocean Digital Holdings LLC • Held various positions at Bank of America Corporation from 2006-2018, most recently as a Managing Director, Enterprise Payments, and prior to that leading Global Principal Investments • Formerly served as an Investment Executive, Strategic Private Equity Investments at GE Equity from 1998-2006 • Served in consulting positions at Ernst & Young LLP. Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • Risk and Regulatory Experience • International Experience |

  7. Director Nominees

    | Katrinka B. McCallum Age: 56 Director Since: 2024 Independent Committee Memberships: Committee assignments have not yet been made Other Public Company Boards: Two | Current Roles • Serves as a Director of Rimini Street, Inc., a global provider of end-to-end enterprise software support, products and services • Serves as a Director of Intrusion, Inc., a cybersecurity company Past Roles • Served in a variety of leadership roles at Red Hat, a leading provider of enterprise open-source solutions, including Vice President of Customer and Product Experience and VP of Investor Relations (2007-2020) • Served as Chief Operating Officer and a Director of Micromuse Inc., a provider of scalable real-time business and service assurance software (2001-2003) • Served as General Manager and SVP, Operations of Aprisa Management Technologies, a vendor management software division of Cabletion Systems (1997-2001) • Served as a Senior Auditor at Deloitte & Touche LLP (1989-1993) and earned her CPA license. Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Expert • Financial Management Experience • Executive Leadership of a Complex Business • Risk and Regulatory Experience • International Experience |

  8. Director Nominees

    | 18 | |

  9. Director Nominees

    | Charles E. Peters, Jr. Age: 72 Director Since: 2015 Independent Committee Memberships: Audit (Chair), Corporate Governance Other Public Company Boards: None | Past Roles • Served as Executive Vice President and Chief Financial Officer of Red Hat, Inc., a multi-national global leader in open-source software, from 2004 to 2015 • Served as Senior Vice President and Chief Financial Officer of Burlington Industries, a multi-national manufacturer of textiles, commercial carpet and consumer products from 1995 to 2004 • Served as Senior Vice President of Finance of Boston Edison Company, a public utility company that provided electricity to eastern Massachusetts, from 1991 to 1995 • Served in various financial management positions at GenRad Inc., a multi-national company that designs, manufactures and markets integrated hardware and software solutions that enable the successful manufacturing, testing and servicing of electronic equipment, from 1982 to 1991 • Served as Senior Manager at Price Waterhouse, a multi-national professional services network, from 1973 to 1982 • Previously served as a director of Veracode Inc., a privately held software company providing application-layer cyber security solutions; Sourcefire, Inc., a developer of network security hardware and software; Lulu, Inc., a privately held electronic publishing company; Protective Products of America, Inc., a provider of body armor to military and police; and CloudBees, Inc., a privately held software company that provides solutions and support for automating software development and delivery with Enterprise Jenkins and DevOps. Skills and Qualifications • Financial Expert • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • International Experience |

  10. Director Nominees

    | Thomas W. Warsop III Age: 57 Director Since: 2015 Committee Memberships: None Other Public Company Boards: None | Current Roles • President and Chief Executive Officer of ACI Worldwide, Inc. • Serves as a Director of Altus Group, a leading provider of asset and fund intelligence for commercial real estate Past Roles • Chief Executive Officer of One Call Care Management, the leading provider of ancillary services and cost containment solutions to the Workers’ Compensation industry, from February 2020 to May 2022; Executive Chairman from May 2022 to December 2022 • Chief Executive Officer of Hananui, LLC, a provider of strategic consulting services, since January 2017 • Executive Chairman of York Risk Services Group, a leading provider of integrated insurance and managed care solutions, from June 2017 until January 2020 • Served as President and Chief Executive Officer of The Warranty Group, Inc., a provider of insurance and insurance services, from 2012 to 2017 • Served as Group President and held various management positions at Fiserv, Inc. (NASDAQ: FISV), a provider of technology solutions to the financial industry, from 2007 to 2012 • Served in various capacities for Electronic Data Systems for 17 years, including President of its Business Process Outsourcing unit in Asia Pacific, Vice President in the United Kingdom and Vice President of Global Financial Services Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Expert • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • Risk and Regulatory Experience • International Experience |

  11. Director Nominees

    | 20 | |

  12. Director Nominees

    | Samir M. Zabaneh Age: 57 Director Since: 2021 Independent Committee Memberships: Compensation (Chair), Audit Other Public Company Boards: One | Current Roles • Chief Executive Officer of Touch Bistro, Inc., an all-in-one point of sale and restaurant management software provider • Chairman of the Board of Directors of Touch Bistro, Inc. since 2020 • Serves as Lead Director of Nuvei, a global leader in payments Past Roles • Served as a Director of AST Trust Company from 2013 to 2021 • Served as Executive Vice President, Global Business Services at Fiserv, previously First Data, from 2018 to 2020 • Served as Chief Financial Officer of Element Fleet Management Corp. from 2017 to 2018 • Served as Chief Financial Officer of Heartland Payment Systems, Inc. from 2014 to 2016 • Served as Chief Operating, Financial and Strategy Officer at Moneris Solutions from 2008 to 2014 Skills and Qualifications • Payments Industry Knowledge • Financial Services Industry Experience • Financial Expert • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • Risk and Regulatory Experience • International Experience |

  13. 2023 Director Compensation

    2023 Director Compensation The table below summarizes the compensation we paid to our independent directors for the fiscal year ended December 31, 2023.

  14. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Janet O. Estep | 68,000 | 250,004 | 318,004 | | James C. Hale III | 68,000 | 250,004 | 318,004 | | Mary P. Harman | 81,500 | 250,004 | 331,504 | | Didier R. Lamouche(2) | 34,000 | - | 34,000 | | Charles E. Peters Jr. | 95,500 | 250,004 | 345,504 | | Adalio T. Sanchez | 168,000 | 250,004 | 418,004 | | Samir M. Zabaneh | 88,000 | 250,004 | 338,004 |

  15. 2023 Director Compensation

    | (1) The grant date fair value of the RSUs granted to our independent directors on June 1, 2023, was $22.74 per share, the closing price on the date of grant, multiplied by the number of shares awarded, 10,994. The fair value was computed in accordance with FASB ASC Topic 718. |

  16. 2023 Director Compensation

    | (2) Didier R. Lamouche ceased serving as a director of the Company effective on June 1, 2023. This amount reflects the retainer fees that he earned as a director through such date. |

  17. 2023 Director Compensation

    The following table sets forth each independent director’s aggregate number of stock awards (unvested RSUs) outstanding as of December 31, 2023:

  18. 2023 Director Compensation

    | Name | Unvested Stock Awards | Aggregate Stock Option Awards | | Janet O. Estep | 10,994 | - | | James C. Hale III | - | - | | Mary P. Harman | 10,994 | - | | Didier R. Lamouche(1) | 10,994 | - | | Charles E. Peters Jr. | 10,994 | - | | Adalio T. Sanchez | 10,994 | - | | Samir M. Zabaneh | 10,994 | - |

  19. 2023 Director Compensation

    | (1) Didier R. Lamouche ceased serving as a director of the Company effective on June 1, 2023, before ACI granted stock awards on June 1, 2023. |

  20. Pay Mix

    For fiscal 2023, we adjusted the financial metrics and weightings under both our annual incentive and long-term incentive plans. Our annual incentive plan continues to emphasize Adjusted EBITDA performance, weighted 40% for fiscal 2023 compared to 50% in the prior year. Consistent with our focus on revenue growth, we measure period-to-period growth of Revenue Net of Interchange (“Revenue Net of Interchange Growth”) performance, weighted 60%. We also added a critical incidents multiplier to focus management on reducing these potentially high-impact incidents year over year. With respect to our long-term incentive program, during fiscal 2023 we enhanced our award structure, which historically utilized only a relative total share return (“rTSR”) metric to determine payouts, to incorporate additional metrics tied to our key long-term strategic objectives. For 2023, we added Net Adjusted EBITDA Margin and Revenue Net of Interchange Growth as additional performance metrics for our long-term incentive awards as these are the key financial measures of our business performance. We continue to consider rTSR performance as a multiplier that can increase or decrease long-term incentive payouts by up to 20% based on performance over an approximately three year period. In 2024, we continued to refine the design of our performance share units (“PSUs”) to enhance their long term focus, as further described below in the section entitled “2024 Annual Equity Awards”.

  21. Annual Cash Incentive

    Annual Cash Incentive

  22. Annual Cash Incentive

    | CEO Short-Term Incentive Plan (“STIP”) Award Target Award of $439,726* | | | | | | | | | | | Payout of $529,870 | | | | | | | | | | | Corporate Performance: | | | | | | | | | | | Base Salary | × | Pro-Rated Bonus Target % | = | Bonus Targetx | Financial Performance Payout | + | Critical Incidents Multiplier | = | Company Performance Payout | | $750,000 | × | 58.6%* | = | $439,726x | $481,700 109.5% | + | $48,170 (+10%) | = | $529,870 120.5% |

  23. Annual Cash Incentive

    | * 2023 CEO STIP award was pro-rated to the period where our CEO transitioned to full time from interim. |

  24. Long-Term Incentive

    Long-Term Incentive

  25. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards

  26. 2023 Long-Term Incentive Awards

    | Component | Proportion | How 2023 awards work | Vesting | | PSUs | | Based on ACI’s Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin for three one-year periods; subject to a multiplier of +/- 20% based on rTSR for the three-year performance period versus the S&P MidCap 400 Index. | Three-year cliff vesting | | RSUs | | The ultimate value of an RSU is based on our stock price at the time of vesting, providing strong alignment with stockholders’ interests | Annually over 3 years for the CEO and quarterly over a three-year period for other NEOs |

  27. 2021 PSU Payout

    2021 PSU Payout

  28. 2021 PSU Payout

    | Performance period: | Performance measure: | Outcome: | | January 1, 2021 – December 31, 2023 | ACI’s total shareholder return relative to the S&P 400 MidCap Index over the three-year performance period. | ACI’s TSR was -23% during the period, which ranked at the 18th percentile of the S&P 400 MidCap Index and resulted in no payout of the award. |

  29. Executive Compensation Philosophy and Practices

    | • | Align the interests and objectives of our executive officers with those of our stockholders by linking long-term incentive compensation opportunities to stockholder value creation and cash incentives to our financial performance. |

  30. Executive Compensation Philosophy and Practices

    | | What we do | | • Pay-for-Performance Structure | A significant portion of our Named Executive Officers’ compensation is directly linked to our performance. In particular, their target total direct compensation has a significant long-term equity component that makes a substantial portion of each Named Executive Officer’s target total direct compensation dependent upon our stock price and/or our financial performance. | | • Performance-Based Equity Awards | In 2023, approximately 50% of our other Named Executive Officers’ long-term incentive awards consisted of PSUs. Our CEO received a PSU grant for 65% of his initial equity award in June 2023 as well as 65% of his annual grant in 2024. | | • “Double-Trigger” Change in Control Arrangements | Our change in control compensation arrangements include a “double- trigger” provision that requires both a change in control of the Company and a qualifying termination of employment before any severance or other benefits are paid. All outstanding unvested equity awards have a “double trigger” provision, and it is our expectation that all future equity awards will as well. | | • Independent Compensation Committee and Compensation Advisor | The Compensation Committee consists solely of independent directors. The Compensation Committee has engaged its own independent compensation advisor to provide information, analysis, and other advice on executive compensation matters independent of management. | | • Compensation Recovery (“Clawback”) Policy | We have policies providing for the recovery of certain incentive-based compensation and equity awards from an executive officer if we restate our financial statements as required under the federal securities laws. | | • Stock Ownership Guidelines | Our executive officers and the non-employee members of our Board are subject to robust stock ownership guidelines. | | • Regular Stockholder Engagement | We conduct an annual stockholder advisory vote on the compensation of our Named Executive Officers and regularly discuss compensation-related matters with a significant percentage of our stockholders. |

  31. Executive Compensation Philosophy and Practices

    | | What we do | | • Annual Compensation Review | The Compensation Committee conducts an annual review of our compensation strategy and the specific compensation arrangements in place for each of our executive officers. | | • Annual Compensation-Related Risk Assessment | The Compensation Committee regularly reviews our compensation- related risk profile. | | • Succession Planning | We have robust succession planning and executive assessment processes to ensure succession plans are in place. | | • Balanced Incentive Compensation | We have a balance of time horizons and performance metrics for our incentive awards, including an annual cash incentive compensation plan, multi-year performance periods for our long-term incentive program (“LTIP”) PSUs, and a three-year vesting period for our restricted share unit (“RSU”) awards. |

  32. Compensation Elements

    Compensation Elements Our executive compensation consists of three principal elements: base salary, an annual cash incentive compensation opportunity under the ACI STIP, and long-term compensation opportunities under the LTIP in the form of service-based RSUs and PSUs. Each of these elements is summarized in the table below. Although this Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers, our 2023 executive compensation program and our compensation-setting process (described below) were substantially the same for all our executive officers.

  33. Compensation Elements

    | Base Salary | Ongoing cash compensation based on executive officer’s role, responsibilities, competitive market positioning and individual performance. | • Attract and retain key managerial talent. • Provide a base level of compensation. | | Annual Cash Incentive | Annual cash incentive awards based on performance against predetermined goals for Adjusted EBITDA (40%) and Revenue Net of Interchange Growth (60%), with a critical incidents modifier that could increase results by 20% based on the change in critical incidents in comparison to 2022 and with a potential modifier of +/- 10% based on individual performance. | • Attract and retain key managerial talent. • Encourage and reward achievement of annual performance objectives. • Drive top-tier performance through individual contributions. | | Long-Term Incentive | Long-term equity incentives granted in the form of service-based RSUs and PSUs tied to our Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin, with an rTSR multiplier. | • Attract and retain key managerial talent. • Drive top-tier performance through long-term and sustained company success. • Enhance stock ownership to promote alignment with stockholders’ interests. | | Retirement, Health, Welfare and Other Benefits | Broad-based market-competitive employee benefits consistent with the benefits available to our employees generally, including our employee stock purchase plan; 401(k) retirement plan; life, health, and dental insurance; and short-term and long-term disability plans. In addition, we provide our NEOs with an annual executive health check-up. | • Attract and retain key managerial talent. • Promote health and well-being of executive officers. • Provide death benefits to executive officers’ beneficiaries. • Provide opportunity for future financial | | Non-Qualified Deferred Compensation | Enables deferral of base salary and/or annual cash incentive awards on a tax-efficient basis to meet future financial goals. | • Attract and retain key managerial talent. • Provide opportunity for future financial security. | | Severance and Change in Control Benefits | Provides for payments and benefits in the event of a qualifying termination, including in connection with a change in control of the company. | • Attract and retain key managerial talent. • Focus on delivering top-tier stockholder value in periods of uncertainty. • Support effective transition. |

  34. Annual Cash Incentive Awards Under the STIP

    Annual Cash Incentive Awards Under the STIP Our STIP offers our Named Executive Officers the opportunity to earn short-term cash incentive awards based on our financial and operational performance and their individual performance as measured over a 12-month performance period. In March 2023, the Compensation Committee approved the terms of the 2023 STIP for our executive officers.

  35. Annual Cash Incentive Award Opportunity Targets

    Annual Cash Incentive Award Opportunity Targets At the beginning of each year, the Compensation Committee assigns each of our Named Executive Officers a target annual cash incentive award opportunity, the amount of which is calculated as a percentage of their annual base salary. These decisions take into account our CEO’s recommendations (except with respect to his incentive award opportunity), as well as the factors described under “Compensation-Setting Process – Factors Considered in Compensation Deliberations” above. Our Compensation Committee reviews the market data and determines any adjustment for our CEO’s target bonus. In December 2022 and January 2023, the Compensation Committee reviewed the target annual cash incentive opportunities of our Named Executive Officers and determined not to change the target annual cash incentive compensation as a percentage of base salary for any of our continuing Named Executive Officers from the corresponding 2023 levels, where applicable. Increases in the dollar amount are a result of base salary increases. The decrease for Mr. Silva related to the ending of a legacy sales incentive plan that he participated in prior to being promoted to CRO. The target annual cash incentive award opportunities of our Named Executive Officers for purposes of the 2022 STIP and the 2023 STIP were as follows:

  36. Annual Cash Incentive Award Opportunity Targets

    | Named Executive Officer | 2022 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2022 Target Annual Cash Incentive Award Opportunity ($) | 2023 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2023 Target Annual Cash Incentive Award Opportunity ($) | Percentage Increase over 2022 (calculated based on the dollar amount increase) | | Thomas W. Warsop III(1) | - | - | 100% | $750,000 | - | | Scott W. Behrens | 100% | $475,000 | 100% | $515,000 | 8.42% | | Abraham (“Abe”) Kuruvilla(2) | - | - | - | - | - | | Alessandro Silva(3) | 114% | $478,750 | 100% | $440,000 | -8.1% | | Deborah L. Guerra | 100% | $305,351 | 100% | $400,000 | 31.0% |

  37. Annual Cash Incentive Award Opportunity Targets

    | (1) Mr. Warsop III was appointed as President and CEO on June 1, 2023. The 2023 amount reflects the target incentive opportunity for the CEO role. His actual target opportunity for 2023 was pro-rated based on his period of service in the full time CEO role. |

  38. Annual Cash Incentive Award Opportunity Targets

    | (2) Mr. Kuruvilla was hired in 2023 and did not participate in the 2023 STIP due to the time of his hiring midway through the performance period. He will participate in the 2024 STIP. |

  39. Annual Cash Incentive Award Opportunity Targets

    | (3) Mr. Silva’s target annual cash incentive opportunity is composed of a combination of participation in our STIP as well as a separate sales incentive plan (as described below). For both 2022 and 2023, Mr. Silva’s target opportunity under the STIP and under the applicable sales incentive plan was 50% of his base salary. Because Mr. Silva’s sales incentive plan target was set at the beginning of the fiscal year, before his base salary increased, his 50% of base salary target sales incentive plan amount is $210,000. In 2022, his sales incentive plan included opportunities related to his performance prior to being promoted to CRO that were honored after his promotion. |

  40. Plan Terms – 2023 Performance Metrics

    Plan Terms – 2023 Performance Metrics The 2023 STIP provided for a funding pool based on actual performance for the period beginning on January 1, 2023, and ending on December 31, 2023, as measured in two categories:

  41. Plan Terms – 2023 Performance Metrics

    | • | Adjusted EBITDA (40% weighting) |

  42. Plan Terms – 2023 Performance Metrics

    | • | Revenue Net of Interchange Growth (60% weighting) |

  43. Plan Terms – 2023 Performance Metrics

    For our 2023 plan, we changed our revenue metric from revenue to Revenue Net of Interchange Growth. We made this change to align our performance goal with what we believe is a better measure of our financial performance, especially as our business continues to evolve. While our target for Revenue Net of Interchange Growth is shown as an absolute number rather than a percentage, we have set the threshold performance goal at last year’s actual Revenue Net of Interchange, so any payout is based on actual Revenue Net of Interchange Growth. In addition, we also added a multiplier to the funding pool tied to our reduction of critical incidents during the year, which was a key operational focus during 2023. The multiplier had the potential to increase the funding pool by up to 10% to the extent that we reduced the number of critical incidents by more than 10% as compared to fiscal 2022 levels and to reduce the funding pool by up to 20% if the number of critical incidents were higher than 2022. Final payout determinations for our executive officers could have been increased or decreased by up to 10% based on the CEO’s assessment of their individual performance (for executives other than himself). Payments under the 2023 STIP could have ranged from 0% to 200% of an executive’s target annual cash incentive award, depending on the Company’s and the executive officer’s actual performance for the year. However, the aggregate of all 2023 STIP payments could not have exceeded the aggregate pool funded for payouts for all participants based on corporate performance. The Compensation Committee believes this plan design aligns with our strategy of driving profitable growth, which is critical to shareholders and long-term success. The 2023 performance goals for the two financial performance metrics are shown below.

  44. Plan Terms – 2023 Performance Metrics

    | Adjusted EBITDA Performance(1) | Below Threshold | Threshold | Target | Max | | Adjusted EBITDA Attainment % | <92.1% | 92.1% | 100% | 105.1% | | Adjusted EBITDA Amount $(millions) | <359.0 | 359.0 | 390.0 | 410 | | Adjusted EBITDA Funding | 0% | 25% | 100% | 200% |

  45. Plan Terms – 2023 Performance Metrics

    | (1) Performance between points is interpolated linearly for funding. |

  46. Plan Terms – 2023 Performance Metrics

    | 42 | |

  47. Plan Terms – 2023 Performance Metrics

    | Revenue Net of Interchange Growth Performance(1) | Below Threshold | Threshold | Target | Max | | Revenue Net of Interchange Growth Attainment % | <94.5% | 94.5% | 100% | 103.1% | | Revenue Net of Interchange Growth Amount $(millions) | <978.0 | 978.0 | 1,035.0 | 1,067.0 | | Revenue Net of Interchange Growth Funding | 0% | 25% | 100% | 200% |

  48. Plan Terms – 2023 Performance Metrics

    | (1) Performance between points is interpolated linearly for funding. |

  49. Annual Cash Incentive Awards – 2023 Results and Payouts

    Annual Cash Incentive Awards – 2023 Results and Payouts In February 2024, the Compensation Committee certified our 2023 performance and determined the amounts to be paid under the 2023 STIP. 2023 Adjusted EBITDA was $396.3 million, which resulted in a formulaic payout percentage to all the Named Executive Officers of 131.7% of their target annual cash incentive awards with respect to such metric. 2023 Revenue Net of Interchange was $1,031.1 million, which resulted in a formulaic payout percentage to all of the Named Executive Officers of 94.8% of each of their target annual cash incentive awards with respect to such metric. The combined overall STIP payout percentage for Company performance based on the formula was 109.5% of target. We reduced the number of critical incidents in 2023 by more than 10% as compared to fiscal 2022 levels, which resulted in a multiplier to our corporate results of 10% and a total bonus payout percentage of 120.5%. For 2023, the CEO recommended, and the Compensation Committee approved, a 5% increase in the STIP payout for our CFO to recognize his exceptional performance in managing the action plans required to achieve our results. This resulted in a STIP payout of 126.5% for him. None of the other Named Executive Officers received an individual adjustment to their STIP payouts, so the corporate performance, including the critical incidents modifier of +10%, resulted in a payout of 120.5% of each of their target bonuses to determine their 2023 STIP payout. As noted above, for 2023, our CEO, recommend a 5% increase to the STIP payout for our CFO. None of our other NEOs received a modification based on individual performance. The payouts are shown in the table below.

  50. Annual Cash Incentive Awards – 2023 Results and Payouts

    | Named Executive Officer | 2023 Target Annual Cash Incentive Award Opportunity | 2023 Annual Cash Payout for Company Performance | Individual Performance Factor | Final Payout (% of target)* | 2023 Actual Annual Cash Incentive Award Payout* ($) | | Thomas W. Warsop III | $439,726** | $529,870 | 100% | 120.5% | $529,870 | | Scott W. Behrens | $515,000 | $620,575 | 105% | 126.5% | $652,000 | | Abraham (“Abe”) Kuruvilla | N/A*** | N/A | N/A | N/A | N/A | | Alessandro Silva | $230,000**** | $277,000 | 100% | 120.5% | $277,000 | | Deborah L. Guerra | $400,000 | $482,000 | 100% | 120.5% | $482,000 |

  51. Annual Cash Incentive Awards – 2023 Results and Payouts

    | * Percentage payouts for Messer Behrens and Silva are 0.1% different than the numerical calculations due to rounding of their actual payout. |

  52. Annual Cash Incentive Awards – 2023 Results and Payouts

    | ** Mr. Warsop III’s STIP payout was pro-rated for the time he served as CEO after his appointment to the full time position effective June 1, 2023. |

  53. Annual Cash Incentive Awards – 2023 Results and Payouts

    | *** Mr. Kuruvilla did not receive a payment under our STIP plan for 2023 because he joined us during 2023. He will participate in the STIP for 2024. |

  54. Annual Cash Incentive Awards – 2023 Results and Payouts

    | **** In addition to participating in our STIP, Mr. Silva is also eligible for an annual incentive payout under a sales incentive plan. See below for details. |

  55. Bonus Award – Interim CEO

    Bonus Award – Interim CEO As part of his compensation arrangement for service as our interim CEO (for periods prior to June 1, 2023), Mr. Warsop III was entitled to a bonus at the end of his interim service of $325,000, at the discretion of our Board of Directors based on their evaluation of his performance. Our Board of Directors determined that Mr. Warsop III had earned the full $325,000 bonus when he completed his interim service and was appointed our full time CEO.

  56. Sales Incentive Plan – 2023 Results and Payouts

    Sales Incentive Plan – 2023 Results and Payouts For 2023, in addition to an award under the STIP, Mr. Silva was also eligible for awards under a sales incentive plan. His award opportunity was $210,000, which was 50% of his base salary at the beginning of 2023, when the sales incentive plan was set. His sales incentive plan was composed of three metrics: (i) annual recurring revenue; (ii) license revenue from sales and services; and (iii) total revenue. He earned approximately 80% of target, or $169,035, from the sales incentive plan. None of the other Named Executive Officers is eligible for an award under the sales incentive plan.

  57. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTIP provides for the grant of equity awards to our NEOs, executive officers and other key employees whose responsibilities and decisions directly impact our long-term business results. We use equity awards to incentivize these individuals and in other circumstances that may arise from time to time, such as promotions and new hire arrangements. Our equity award grant practices are designed to balance four priorities: (1) our desire to motivate and retain executive talent, (2) our belief in the benefits that accrue to ACI when we align the interests of our management team with those of our stockholders, (3) our need to remain competitive in recruiting, and (4) our need to effectively manage the dilution of stockholders’ interests. In May 2023, the Compensation Committee granted regular annual long-term incentive awards to our Named Executive Officers, other than our CEO, divided equally between RSUs and PSUs that may be earned, if at all, based on our Revenue Net of Interchange Growth, Net Adjusted EBITDA Margin, and the total shareholder return of our common stock relative to the S&P MidCap 400 Index (rTSR). The Compensation Committee believes this balance of time-based and performance-based equity incentivizes performance and promotes retention. In connection with our CEO’s appointment as our full time CEO in June 2023, the Compensation Committee granted the CEO a 2023 long-term incentive award with a target value of $4 million of which 65% was composed of PSUs and the remaining 35% was composed of RSUs.

  58. Long-Term Incentive Compensation

    | 44 | |

  59. Annual Equity Awards for 2023

    Annual Equity Awards for 2023 Typically, the size and form of the equity awards for our executive officers are determined in the discretion of the Compensation Committee based on the recommendation of our CEO (except with respect to his own equity award). Among other things, the Compensation Committee considers the values that are competitive with current market conditions using our compensation consultant’s analysis of competitive market data, the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to that of the companies in our compensation peer group, the potential dilution to our stockholders (our “overhang”) in relation to the median practice of the companies in our compensation peer group, and the other factors described under “Compensation-Setting Process – Factors Considered in Compensation Deliberations” above. For 2023, we evolved the design of our PSU awards, which previously were based solely on the total shareholder return of our common stock relative to the S&P 400 MidCap Index, to focus our executives on top-line Revenue Net of Interchange Growth and bottom-line Net Adjusted EBITDA Margin performance, which we consider to be key measures of our financial success that are largely within management’s direct control. We continued to incorporate total shareholder return as a multiplier, which provides strong upside potential in the event of outperformance relative to the competitive market over an approximately three-year performance period and provides a meaningful incentive even in a down market if we achieve strong relative performance. In addition, consideration of rTSR performance provides a direct link between compensation and stockholder return, thereby motivating our executive officers to focus on and strive to achieve both our annual and long-term business objectives. The Compensation Committee selected the S&P 400 MidCap Index as a reference point because it tracks the investment results of similarly sized U.S. public companies and ACI was a constituent at the time of the grant. The target grant date fair values of the 2023 regular annual equity awards for our participating Named Executive Officers increased marginally as reflected in the table below to align with market practices for similar positions, to reflect the performance of the Named Executive Officers and the Company during the prior year, and to emphasize long-term performance-based compensation for our top executives. Ms. Guerra’s year-over-year increase reflects her increased responsibilities following her promotion in July 2022. The target value annual equity awards granted to our Named Executive Officers, including the initial award to Messrs Warsop III and Kuruvilla, in 2023 were as follows:

  60. Annual Equity Awards for 2023

    | Named Executive Officer | Target Value of PSUs | Target Value of Restricted Share Unit Awards | Aggregate Target Value | Percentage Increase over 2022 | | Thomas W. Warsop III(1) | $2,600,000 | $1,400,000 | $4,000,000 | N/A | | Scott W. Behrens | $1,400,000 | $1,400,000 | $2,800,000 | 7.7% | | Abraham (“Abe”) Kuruvilla(2) | $0 | $1,600,000 | $1,600,000 | N/A | | Alessandro Silva | $750,000 | $750,000 | $1,500,000 | 11.1% | | Deborah L. Guerra | $750,000 | $750,000 | $1,500,000 | 87.5% |

  61. Annual Equity Awards for 2023

    | (1) In connection with his transition from interim to our full time CEO June 1, 2023, Mr. Warsop III received an equity award reflecting his mid-year appointment as our full time CEO. |

  62. Annual Equity Awards for 2023

    | (2) Mr. Kuruvilla was granted a service-vesting RSU award in connection with his hiring in 2023. For 2024, he received an annual equity award that was composed equally of RSUs and PSUs. |

  63. PSU Awards

    PSU Awards Vesting Conditions The PSUs granted in 2023 give our executive officers the opportunity to earn shares of our common stock based on our performance over an approximately three-year performance period. Vesting of the PSUs generally is subject to the recipient’s continued employment through the entire performance period, except in the case of death, long-term disability, involuntary terminations without cause, and certain qualifying (double-trigger) terminations in connection with a change in control, as described in the section titled “Post-Termination Benefits Under Incentive Plans.” Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin Metrics We set goals for Revenue Net of Interchange Growth (60% weighting) and Net Adjusted EBITDA Margin (40% weighting) annually for each annual period within the performance period to ensure that the goals are appropriately rigorous and that the results relative to the goals are not disproportionately impacted by unforeseeable market factors outside our executives’ control. This approach provides a performance and retention incentive over the long term. One-third of the target PSUs awarded (“Tranche 1”) was tied to 2023 Revenue Net of Interchange Growth and 2023 Net Adjusted EBITDA Margin goals that the Compensation Committee established based on ACI’s annual operating plan. The remaining two-thirds of the target shares awarded will be tied to the Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin goals for 2024 and 2025 fiscal years (“Tranche 2” and “Tranche 3”), which will be set by the Compensation Committee at the beginning of each fiscal year based on ACI’s annual operating plan at the time. The actual Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin results will be used to determine the percentage of target shares—ranging from 0% to 200%—credited from each of the three award tranches.

  64. PSU Awards

    | 46 | |

  65. PSU Awards

    At the end of the performance period for Tranche 1, based on our Revenue Net of Interchange Growth and Adjusted EBITDA results, the Tranche 1 shares were notionally earned at 112.2% of target. See table below. The Tranche 1 shares notionally earned based on these results are “banked” for each continuing Named Executive Officer for the remainder of the three-year performance period. When the full performance period ends on December 31, 2025, the sum of the shares credited for each tranche of shares may be modified based on ACI’s rTSR rank for an approximately three-year performance period ending March 1, 2026, as described below. rTSR Multiplier The rTSR multiplier has the potential to increase or decrease the number of shares each Named Executive Officer ultimately receives by up to 20% based on the total shareholder return of our common stock relative to the S&P 400 MidCap Index over the three-year period from May 11, 2023 through the first twenty trading days of March 2026. If the relative total shareholder return performance of our common stock achieves specified performance levels, then our executive officers’ “banked” share totals will be modified upwards or downwards as shown below:

  66. PSU Awards

    | Performance (Percentile Ranking) | rTSR Multiplier Impact on Payouts | | Less than or equal to 25th Percentile | (20%) | | 50th Percentile | 0% | | Greater than or equal to 75th Percentile | 20% |

  67. PSU Awards

    | • | If the relative total shareholder return performance of our common stock is between the specified percentage ranges in the performance matrix, the Compensation Committee will determine the award multiplier percentage earned by mathematical interpolation and rounded to the nearest whole share. |

  68. Restricted Share Units

    Restricted Share Units We provided grants of RSUs in 2023 to increase the long-term retention power of our equity compensation and to align with the competitive market. Since the ultimate value of an RSU is based on our stock price at the time the RSU vests, we believe that there is strong alignment with stockholders’ interests while increasing our retention hold on our key executive and employee talent. The RSUs granted to our executive officers in 2023 generally will vest in equal quarterly instalments over a three-year period commencing on the first quarter after the date of grant, subject to the grantee’s continued employment as of each vesting date.

  69. Performance Results for Prior Equity Awards

    Performance Results for Prior Equity Awards In 2021, we granted to our Named Executive Officers PSUs that could be earned based on relative total shareholder return performance (“rTSR awards”). The rTSR awards had a three-year performance period beginning on January 1, 2021, and ending on December 31, 2023. Among the current Named Executive Officers, only Mr. Behrens and Ms. Guerra received these rTSR awards in 2021. For the rTSR awards, we measured ACI’s total shareholder return relative to the S&P 400 MidCap Index over the three-year performance period described above. Based on performance relative to the S&P 400 MidCap Index, the rTSR awards could have been earned as illustrated in the following table:

  70. Performance Results for Prior Equity Awards

    | Percentile Ranking | Payout Percentage | | <25th | 0% | | 25th | 50% | | 50th | 95% | | 55th | 100% | | >=75th | 200% |

  71. Performance Results for Prior Equity Awards

    Based on ACI’s TSR of -23% during the period, we ranked at the 18th percentile of the S&P 400 MidCap Index, which resulted in a 0% payout under the 2021 rTSR awards.

  72. 2024 Annual Equity Awards

    2024 Annual Equity Awards In considering our 2024 annual equity awards, the Compensation Committee continued to refine the design of our performance based awards to enhance the effectiveness of our executive compensation program. For 2024, the performance based awards are based on our revenue growth rate, the goals for which were set at the time of grant. The Compensation Committee determined to use revenue rather than Revenue Net of Interchange to differentiate the performance goal from the STIP and to provide a more balanced approach to our incentive compensation since both gross and Revenue Net of Interchange are important financial metrics for us. The awards continue to be subject to a rTSR modifier at the end of a three year performance period based on our performance against the S&P 600 SmallCap Index. We changed the index to the S&P 600 SmallCap Index to align with the index in which we are currently a constituent.

  73. 2024 Annual Equity Awards

    | 48 | |

  74. Compensation Review Cycle

    Compensation Review Cycle The Compensation Committee conducts an annual review of our executive compensation program generally and the compensation arrangements for each of our executive officers in particular. During this review, the Compensation Committee evaluates each executive officer’s base salary level, target annual incentive compensation opportunity, target total cash compensation opportunity, long-term incentive compensation opportunity, target total direct compensation, and any other compensation-related items. Generally, base salary adjustments are effective at the beginning of July of each year, with equity grants typically made in March after the announcement of the prior year’s financial results. Each fiscal quarter, the Compensation Committee tracks our financial and operational performance and the corresponding projected payments under the STIP, as well as the then-current performance of the rTSR PSUs previously granted to our executive officers, as applicable.

  75. Role of Our CEO and Management Team

    Role of Our CEO and Management Team In discharging its responsibilities, the Compensation Committee works with members of our management team, including our CEO. Our CEO evaluates the performance and development of each executive officer (other than himself) and based on these evaluations, provides recommendations to the Compensation Committee for any adjustments for the other executive officers to base salaries, target annual incentive compensation opportunities, long-term incentive compensation opportunities, and other compensation-related matters (such as discretionary cash bonuses and supplemental equity awards). Our management team assists the Compensation Committee by providing information on corporate and individual performance as well as our CEO’s perspective and recommendations on compensation matters. In addition, our management team recommends to the Compensation Committee the performance measures and related target levels for the STIP program, which are typically based on our annual operating plan. The management team also recommends the forms of equity awards for our long-term incentive compensation program. The Compensation Committee first reviews and discusses the CEO’s recommendations, and then considers a range of other factors (as described below) before approving compensation for our Named Executive Officers. Our CEO is not present for any Compensation Committee discussions about and does not make any recommendations regarding his own compensation.

  76. Role of the Compensation Consultant

    Role of the Compensation Consultant As permitted under its charter, the Compensation Committee engages an external compensation consultant to assist it by providing information, analysis and other advice relating to our executive compensation program and the decisions resulting from its annual executive compensation review. The Compensation Committee directly engages the compensation consultant, which serves at the discretion of the Compensation Committee, and reviews the terms of the engagement annually. For 2023, the Compensation Committee continued to retain Compensia, Inc., a national independent compensation consulting firm, to serve as its compensation consultant. Compensia reported directly, and was directly accountable, to the Compensation Committee, and the Compensation Committee retained the sole authority to retain, terminate and obtain the advice of its compensation consultant at the Company’s expense. The Compensation Committee selected Compensia as its compensation consultant because of Compensia’s expertise and reputation and the fact that Compensia provided no other services to the Company at the time of selection, had no ties to our management team that could jeopardize their independent status, and had strong internal governance policies that help ensure the firm would maintain its independence.

  77. Role of the Compensation Consultant

    | 50 | |

  78. Role of the Compensation Consultant

    During 2023, representatives of Compensia regularly attended the meetings of the Compensation Committee (both with and without management present) and provided the following services: In 2023, Compensia did not provide any services to us except those listed above. The Compensation Committee regularly reviews the objectivity and independence of the advice provided by its compensation consultant. With respect to 2023, the Compensation Committee considered the six specific independence factors adopted by the SEC and the NASDAQ Stock Market and determined that Compensia was independent and that their work did not raise any conflicts of interest. The Compensation Committee will continue to monitor the independence of its compensation consultant on an annual basis.

  79. Market Data

    Market Data Each year, the Compensation Committee identifies a group of peer companies for purposes of comparing and analyzing our executive compensation levels, policies, and practices against the competitive market. The companies in the compensation peer group for 2023 were selected in June 2022 based on their similarity to us, as determined using the following criteria:

  80. Market Data

    | • | Companies in the software or information technology services industries; |

  81. Market Data

    | • | Companies with a similar focus in terms of products or customers that would likely compete against us for financial capital and employees; |

  82. Market Data

    | • | Companies with revenue ranging between 50% and 200% of our trailing twelve months’ revenue, |

  83. Market Data

    | • | and a market capitalization ranging between 25% and 400% of our then-current market capitalization; and |

  84. Market Data

    | • | Independent publicly traded companies headquartered in the U.S. |

  85. Market Data

    The Compensation Committee reviews our compensation peer group at least annually and adjusts its composition, considering changes in our business and the businesses of the peer companies. After consultation with its compensation consultant, the Compensation Committee made adjustments to our peer group as appropriate taking into consideration our selection criteria and merger and acquisition activity over the past year and approved the compensation peer group set forth below for use with respect to 2023 executive compensation decisions. To analyze the compensation practices of the companies in our compensation peer group, the compensation consultant gathered data from public filings (primarily proxy statements) and from a custom cut of companies that participate in the Radford Global Technology Survey. The Compensation Committee used this market data as a reference to assess our compensation levels during its deliberations on compensation forms and amounts.

  86. Market Data

    | 52 | |

  87. Non-Qualified Deferred Compensation Plan

    Non-Qualified Deferred Compensation Plan We maintain a non-qualified deferred compensation plan in which a select group of executive officers and other highly compensated employees, including our Named Executive Officers, may elect to participate as part of our market-competitive benefit programs.

  88. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements We seek to provide our executive officers with post-employment compensation arrangements that are consistent with the post-employment payments and benefits provided at the companies with which we compete for executive talent. We believe that having reasonable and competitive post-employment compensation arrangements is essential to attracting and retaining highly qualified executive officers. Our post-employment compensation arrangements are designed to provide reasonable compensation to executive officers who leave us under certain circumstances and to keep executive officers working to achieve our goals despite a possible change in control of the Company. In particular, our change in control arrangements are intended to keep our most senior executive officers focused on pursuing corporate transactions that are in the best interests of our stockholders, regardless of whether those transactions may result in their own job loss. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing executive officer to sign a separation and release agreement acceptable to us as a condition to receiving post-employment compensation payments or benefits. We believe that these arrangements appropriately align the interests of management and of our stockholders when considering our long-term future. We provide policy-based severance for top executives in the event of involuntary termination of employment without cause other than pursuant to a change in control. We are also party to an individual severance agreement with our CEO. We also have entered into change in control agreements with each of our Named Executive Officers that enable participating executives to receive certain post-employment payments and benefits in the event of a termination of employment under certain circumstances in connection with a change in control of the Company. Each of these agreements was approved by the Compensation Committee or, in certain instances, by our Board. The terms of these arrangements are described below under “Potential Payments Upon Termination or Change in Control.” That section also includes an estimate of the potential and actual payments and benefits payable under these arrangements as of the end of 2023. In determining payment and benefit levels under the various circumstances that might trigger the post-employment compensation provisions of our change in control agreements, the Compensation Committee has drawn a distinction between (i) terminations of employment by us for cause and voluntary terminations of employment without good reason and (ii) terminations of employment by us without cause or by a participating Named Executive Officer with good reason in connection with a change in control of the Company. The Compensation Committee considers it appropriate to offer payment in the event of a termination by us without cause or by a participating Named Executive Officer with good reason in connection with a change in control of the Company in light of the benefits to ACI described above, as well as the likelihood that the executive’s departure is due, at least in part, to circumstances not within his or her control. In contrast, we believe that payments are not appropriate following a termination of employment for cause or a voluntary resignation without good reason because such events often reflect either inadequate performance or a decision by an executive to end his or her relationship with ACI. Payments and benefits in the event of a change in control of the Company are generally payable only if a participating Named Executive Officer experiences a qualifying loss of employment (commonly referred to as a “double trigger” arrangement). Double-trigger arrangements prevent unvested equity from losing its retention value following a change in control of the Company, and also prevent windfalls—both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

  89. Compensation Recovery (“Clawback”) Policy

    Compensation Recovery (“Clawback”) Policy During 2023 we adopted a compensation recovery policy consistent with NASDAQ listing requirements that, in the event of an accounting restatement, generally requires us to recover from current or former Section 16 officers erroneously awarded incentive-based compensation received by them, regardless of any fault or misconduct by the officer. The compensation to be recovered (absent limited exceptions prescribed in the policy) is the incentive-based compensation received by an officer minus the amount the officer would have received had such compensation been determined based on the restated financial statements, calculated on a pre-tax basis. This policy applies to incentive-based compensation received by the Section 16 officer on or after October 2, 2023 and during the three fiscal years preceding the year for which the Company determines that it is required to restate its financial statements, and that is granted, earned or vested based wholly or in part on the achievement of any financial reporting measure or based on the Company’s stock price or total shareholder return. We also have a legacy recoupment policy that applies to incentive compensation received before October 2, 2023, and to all award recipients, including Named Executive Officers. The legacy policy provides that if the Company is required to restate its consolidated financial statements because of material noncompliance due to irregularities with the federal securities laws, which restatement is due, in whole or in part, to the misconduct of an employee, or if it is determined that an employee has otherwise engaged in misconduct (whether or not such misconduct is discovered while the individual is an employee), then the Company has the right to (a) cause the forfeiture or cancellation of any unvested and vested portion of an option, any unvested restricted shares or RSUs, or any unearned PSUs; (b) cause the transfer of ownership back to the Company of any vested shares not subject to transfer restrictions, common shares issued as payment for earned PSUs or RSUs, or cash received as payment for earned PSUs or RSUs; (c) recoup any proceeds from (i) the exercise or vesting of an option, (ii) the vesting of restricted shares, (iii) the sale of shares of our common stock issued pursuant to the exercise of an option or as payment for earned PSUs or RSUs, and (iv) the sale of any unrestricted shares; (d) recoup any annual incentive cash-based payouts; or € take any other action the Company determines is necessary or appropriate and in the best interest of the Company and its stockholders.

  90. Equity Grant Policy

    Equity Grant Policy Our Compensation Committee grants all equity awards to management, including our CEO and other executive officers. Our Board grants equity awards to independent directors based upon the recommendation of our Corporate Governance Committee. Annual awards to executives are granted based on a specified dollar amount. The number of RSUs, restricted stock award shares, and PSUs (as applicable) is based upon the closing market price of our stock on the grant date.

  91. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth the compensation paid to, earned by or awarded to our Principal Executive Officer, our Principal Financial Officer, and the next three most highly compensated executive officers who were serving in such capacity as of December 31, 2023. We refer to the executive officers included in the “summary compensation table” below collectively as our “Named Executive Officers.” No disclosures are provided for Mr. Warsop, Mrs. Guerra, and Mr. Silva for 2021 or Mr. Kuruvilla for 2022 and 2021 as they were not Named Executive Officers for such fiscal years.

  92. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Thomas W Warsop, III | 2023 | 2,062,500 | 325,000 | 2,308,220 | 529,870 | 6,088 | 5,231,678 | | President and Chief Executive Officer | 2022 | 577,500 | | - | | 108 | 577,608 | | Scott W. Behrens | 2023 | 495,000 | - | 1,902,299 | 652,000 | 5,864 | 3,055,163 | | Chief Financial Officer | 2022 | 475,000 | | 2,600,005 | 450,000 | 6,564 | 3,531,569 | | | 2021 | 450,000 | - | 2,599,997 | 558,000 | 6,080 | 3,614,077 | | Alessandro Silva | 2023 | 440,000 | - | 1,019,076 | 446,035 | 8,173 | 1,913,284 | | Chief Revenue Officer | 2022 | 404,002 | 225,000 | 1,349,985 | 663,664 | 5,864 | 2,648,515 | | Debbie L. Guerra | 2023 | 391,500 | - | 1,019,076 | 482,000 | 62,558 | 1,955,134 | | Chief Product Officer | 2022 | 373,831 | | 799,998 | 300,000 | 50,939 | 1,524,768 | | Kuruvilla, Abraham | 2023 | 80,205 | - | 1,600,004 | - | 144 | 1,680,353 | | Chief Technology Officer | | | | | | | |

  93. 2023 Summary Compensation Table

    | (1) Amount in this column for Mr. Warsop III reflects (i) payments earned (at the rate $325,000 per month) for his service as interim CEO from January 1, 2023 through May 31, 2023 and (ii) base salary earned (at the rate of $750,000 per year) for his service during the remainder of the year. |

  94. 2023 Summary Compensation Table

    | (2) Column (d) consists of a bonus to Mr. Warsop III for his interim service. Mr. Warsop III received a $325,000 bonus at the discretion of our Board of Directors based on its evaluation of his performance as interim CEO. |

  95. 2023 Summary Compensation Table

    | (3) The amounts in column (e) reflect the aggregate grant date fair value of the RSU awards and the PSU awards granted during the respective fiscal year as computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. The amounts shown do not necessarily correspond to the actual value that will be recognized by a Named Executive Officer. The assumptions used in the calculation of these amounts are included in footnote 6 to the Company’s audited consolidated financial statements for the year ended December 31, 2023, included in our Annual Report. The grant date fair values included in column (e) are based upon the probable outcome of the performance conditions. Consistent with the requirements of FASB ASC Topic 718, the value of PSUs granted in 2023 is based on one-third of the full number of shares for which Net Adjusted EBITDA Margin and Revenue Net of Interchange Growth goals were established in fiscal year 2023. The remaining portions of the 2023 PSU awards will be linked to goals for subsequent fiscal years and will be reported in the Summary Compensation Tables for those fiscal years. Assuming maximum performance with respect to the applicable performance objectives, the grant date fair values for the PSUs would be as follows: for Mr. Warsop III, $1,816,418; for Mr. Behrens, $1,004,593; for Mr. Silva, $538,153; for Mrs. Guerra, $538,153; and Mr. Kuruvilla did not receive any PSU awards in 2023. |

  96. 2023 Summary Compensation Table

    | (4) The amounts in column (g) reflect compensation earned under the Company’s STIP program for the respective fiscal year. For 2023 for Mr. Silva, it also includes his sales incentive plan payments earned for 2023. |

  97. 2023 Summary Compensation Table

    | 58 | |

  98. 2023 Summary Compensation Table

    | (5) All Other Compensation includes the payments or accruals for each Named Executive Officer set forth in the “Other Compensation” table below. |

  99. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  100. 2023 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Thomas W. Warsop, III, | | | | | | | | | | | -2023 STIP | | 109,932 | 439,726 | 879,452 | - | - | - | - | - | | -Restricted Share Units | 6/1/2023 | - | - | - | - | - | - | 61,566 | 1,400,011 | | -Performance Share Units | 6/1/2023 | - | - | - | 19,056 | 38,112 | 76,224 | - | 908,209 | | Scott W. Behrens | | | | | | | | | | | -2023 STIP | | 128,750 | 515,000 | 1,030,000 | - | - | - | - | - | | -Restricted Share Units | 5/11/2023 | - | - | - | - | - | - | 55,933 | 1,400,003 | | -Performance Share Units | 5/11/2023 | - | - | - | 9,323 | 18,645 | 37,290 | - | 502,296 | | Alessandro Silva | | | | | | | | | | | -2023 STIP | | 57,500 | 230,000 | 460,000 | - | - | - | - | - | | -SIP | | | 210,000 | | | | | | | | -Restricted Share Units | 5/11/2023 | - | - | - | - | - | - | 29,964 | 749,999 | | -Performance Share Units | 5/11/2023 | - | - | - | 4,994 | 9,988 | 19,976 | - | 269,077 | | Deborah L. Guerra | | | | | | | | | | | -2023 STIP | - | 100,000 | 400,000 | 800,000 | - | - | - | - | - | | -Restricted Share Units | 5/11/2023 | - | - | - | - | - | - | 29,964 | 749,999 | | -Performance Share Units | 5/11/2023 | - | - | - | 4,994 | 9,988 | 19,976 | - | 269,077 | | Abraham Kuruvilla | | | | | | | | | | | -2023 STIP | | - | - | - | - | - | - | - | - | | -Restricted Share Units | 11/29/2023 | - | - | - | - | - | - | 58,932 | 1,600,004 |

  101. 2023 Grants of Plan-Based Awards

    | (1) The amounts shown are possible payouts under the 2023 STIP (and, for Mr. Silva, his sales incentive plan). Mr. Silva was also eligible for a sales incentive plan with a target amount that represents 50% of his salary as of January 1, 2023. For more information regarding these awards, see “Compensation Discussion and Analysis—Compensation Elements—Annual Cash Incentive Awards.” |

  102. 2023 Grants of Plan-Based Awards

    | (2) The awards shown in columns (f) through (h) reflect shares of our common stock issuable in connection with PSU awards granted to our Named Executive Officers in 2023. Consistent with the requirements of FASB ASC Topic 718, the amounts represent the first third of the PSU award made in fiscal 2023 for which the grant date fair value was established in fiscal 2023. The shares earned from this award are scheduled to vest at the end of the approximately three-year performance period based on achievement of the applicable performance objectives. These awards were granted pursuant to the terms of the 2020 Equity Plan (amended and restated effective June 1, 2023). The amount in column (f) is the number of shares issuable for threshold performance; the amount in column (g) is the number of shares issuable for on-target performance; and the amount in column (h) is the number of shares issuable for maximum performance. |

  103. 2023 Grants of Plan-Based Awards

    | (3) The awards shown in column (i) reflect RSUs granted to our Named Executive Officers in 2023, as further described above under “Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentive Compensation.” |

  104. 2023 Grants of Plan-Based Awards

    | (4) The grant date fair value of each equity award granted during 2023 was computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. For equity awards that are subject to performance conditions, the amounts reflected in column (l) reflect the value at the grant date based upon the probable outcome of such conditions and this amount is consistent with the estimate of the aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The probable outcome used for the calculation of the PSUs granted during 2023 is based on the achievement of target performance for each metric. |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth the outstanding equity awards for each of our Named Executive Officers for the year ended December 31, 2023.

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | (a) | | (b) | (c) | (e) | (f) | (g) | (h) | (i) | (j) | | Thomas W. Warsop, III | 6/1/2023 | - | - | - | - | 61,566 | 1,883,920 | 38,112(4) | 1,166,227 | | Scott W. Behrens | 5/11/2023 3/1/2022 3/1/2021 2/21/2017 2/23/2016 1/26/2015 | - - - 64,000 72,333 94,488 | - - - - - - | - - - 20.12 17.89 19.08 | - - - 2/21/2027 2/23/2026 1/26/2025 | 46,610 27,348 11,009 - - -(3) | 1,426,266 836,849 336,875 - - - | 18,645 30,240 25,692 - - -(4) (5) (6) | 570,537 925,344 786,175 - - - | | Alessandro Silva | 5/11/2023 8/9/2022 3/1/2022 6/2/2021 | - - - - | - - - - | - - - - | - - - - | 24,970 16,917 6,311 3,864(3) (3) | 764,082 517,660 193,117 118,238 | 9,988 - 6,978 -(4) (5) | 305,633 - 213,527 - | | Deborah L. Guerra | 5/11/2023 8/9/2022 3/1/2022 3/1/2021 | - - - - | - - - - | - - - - | - - - - | 24,970 7,894 4,733 1,905(3) (3) | 764,082 241,556 144,830 58,293 | 9,988 - 5,234 4,447(4) (5) (6) | 305,633 - 160,160 136,078 | | Abraham Kuruvilla | 11/29/2023 | - | - | - | - | 58,932 | 1,803,319 | - | - |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (1) Unless otherwise noted, all restricted stock units become exercisable as follows: One-third on each of the first three anniversaries of the date of grant. |

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (2) The market value of the share awards that have not vested is calculated by multiplying the number of shares set forth in column (g) or (i) (as applicable) by the closing price of our common stock at December 29, 2023 (the last trading day of 2023), $30.60 per share. |

  109. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (3) Restricted stock units granted on May 11, 2023 and August 9, 2022 vest in substantially equal quarterly installments for three years following the grant date. |

  110. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (4) 2023 LTIP PSUs that have an approximately three-year performance period (May 11, 2023 – February 28, 2026) and vest, if at all, following February 28, 2026, based on financial performance metrics and the relative total shareholder return versus the applicable peer group. Consistent with the requirements of FASB ASC Topic 718, the amount shown represents the first third of the PSU award made in fiscal 2023 for which the grant date fair value was established in fiscal 2023. The number of shares denoted is the number issuable for on-target performance. |

  111. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (5) 2022 LTIP PSUs that have a three-year performance period (March–1, 2022 – February 28, 2025) and vest, if at all, following February 28, 2025, based on relative total shareholder return versus the applicable peer group. The number of shares denoted is the number issuable for on-target performance. |

  112. Outstanding Equity Awards at 2023 Fiscal Year-End

    | (6) 2021 LTIP PSUs that have a three-year performance period (2021 – 2023) and vest, if at all, following December 31, 2023, based on relative total shareholder return versus the applicable peer group. The number of shares denoted is the number issuable for on-target performance. |

  113. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 60 | |

  114. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth option exercises and stock vested for each of our Named Executive Officers for the year ended December 31, 2023.

  115. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | (a) | (b) | (c) | (d) | (e) | | Thomas W. Warsop, III | - | - | 9,667 | 220,504 | | Scott W. Behrens | 39,540 | 254,128 | 48,424 | 1,256,498 | | Alessandro Silva | - | - | 21,682 | 540,811 | | Deborah L. Guerra | - | - | 16,727 | 427,400 | | Abraham Kuruvilla | - | - | - | - |

  116. 2023 Option Exercises and Stock Vested

    | (1) The amounts in column (c) were calculated by determining the difference between the market price of the underlying shares at exercise and the exercise price of the options. The amounts in column (e) were calculated by multiplying the number of vested shares by the closing price per share of ACI common stock on the vesting date. |

  117. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation Our Named Executive Officers (other than the Interim CEO) are eligible to participate in our Amended and Restated Deferred Compensation Plan (the “DCP”). Pursuant to the DCP, participating Named Executive Officers may elect to defer a portion of their eligible compensation. The Company may, in its discretion, credit participant accounts with Company contributions. Participant contributions are always fully vested, and Company contributions may be subject to a vesting schedule of up to five years. Participants in the DCP are permitted to elect from among one or more earnings indices designated by the Compensation Committee in which to notionally invest their DCP balances. Unless otherwise elected by the participant, balances in a participant’s account under the DCP are generally distributed in a lump sum on the earliest of (1) the participant’s separation from service, (2) the participant’s death, or (3) the participant’s qualifying disability.

  118. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2023 ($) (b)(1) | Registrant Contributions in 2023 ($) (c) | Aggregate Earnings in 2023 ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f)(3) | | Thomas W. Warsop III | - | - | - | - | - | | Scott W. Behrens | - | - | - | - | - | | Alessandro Silva | - | - | - | - | - | | Deborah L. Guerra | 120,000 | - | 17,047 | - | 173,372 | | Abraham Kuruvilla | - | - | - | - | - |

  119. 2023 Nonqualified Deferred Compensation

    | (1) The amount reported in this column was reported as “Non-Equity Incentive Plan Compensation” in the 2023 Summary Compensation Table. |

  120. 2023 Nonqualified Deferred Compensation

    | (2) The amount reported in this column is not reported in the 2023 Summary Compensation Table because the earnings are not above-market or preferential. |

  121. 2023 Nonqualified Deferred Compensation

    | (3) Of the amount set forth in this column for Ms. Guerra, $36,325 was reported as compensation in a prior year’s Summary Compensation Table. |

  122. 2023 Nonqualified Deferred Compensation

    Potential Payments Upon Termination or Change in Control

  123. Potential Post-Termination Benefits Table

    | Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: 6 | | | | | Year (a) | Summary Compensation Table Total for PEO 1 1,3 (b) | Compensation Actually Paid for PEO 1 1,4 (c) | Summary Compensation Table Total for PEO 2 1,3 (d) | Compensation Actually Paid for PEO 2 1,4 (e) | Average Summary Compensation Table Total for Non-PEO NEOs 2 ,3 (f) | Average Compensation Actually Paid for Non-PEO NEOs 2,5 (g) | Total Shareholder Return (h) | Peer Group Total Shareholder Return 7 (i) | Net Income (j) | Company- Selected Measure: Revenue Net of Interchange 8 (k) | | 2023 | $5,231,678 | $8,594,753 | - | - | $2,150,984 | $3,352,988 | $81 | $134 | $121,509,000 | $1,031,100,000 | | 2022 | $577,608 | $799,949 | $10,280,267 | ($5,735,389) | $2,450,602 | $790,615 | $61 | $119 | $142,177,000 | $1,015,300,000 | | 2021 | - | - | $8,768,059 | $2,003,203 | $2,667,749 | $1,273,508 | $92 | $130 | $127,791,000 | $1,017,900,000 | | 2020 | - | - | $7,001,341 | $10,687,663 | $2,241,571 | $1,643,342 | $101 | $101 | $72,660,000 | $960,000,000 |

  124. Potential Post-Termination Benefits Table

    | 4. | Amounts reported in these columns represent the “compensation actually paid” to the Company’s PEOs based on the total compensation reported in the Summary Compensation Table for each fiscal year, as adjusted in accordance with SEC rules. For 2023, PEO 1 total compensation reported in the Summary Compensation Table was adjusted as shown in the table below. For information on the calculation of “compensation actually paid” for 2020, 2021 and 2022, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement. |

  125. Potential Post-Termination Benefits Table

    | 5. | Amounts reported in this column represent the “compensation actually paid” to the NEOs other than the PEO, based on the average “Total” compensation for such NEOs reported in the Summary Compensation Table for each fiscal year, as adjusted in accordance with SEC rules. For 2023, the non-PEO NEOs’ average total compensation reported in the Summary Compensation Table was adjusted as shown in the table below (with the numbers representing average amounts for the applicable non-PEO NEOs). See footnote 2 for the non-PEO NEOs included in the average for the 2023 fiscal year. For information on the calculation of “compensation actually paid” for 2020, 2021, and 2022, please see the “pay versus performance” disclosure in our 2023 definitive proxy statement. |