DEF 14A of Aci Worldwide, Inc., Apr 21, 2025

DEF 14A of Aci Worldwide, Inc.

Filed Apr 21, 2025 · FY20240001193125-25-086263

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. For purposes of the biographical information, a “public company” is a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

  2. Director Nominees

    | Adalio T. Sanchez Age: 65 Director Since: 2015 Independent Committee Memberships: None, Chairman of the Board Other Current Public Company Boards: One Skills and Qualifications: • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • International Experience | Director Qualifications: Mr. Sanchez joined the Board in 2015 and has served as the Chairman of the Board since November 2022. He is an information technology industry veteran and brings to our board a high level of technological, strategic, and global business experience. He has held numerous senior executive officer positions and operated large complex global technology businesses over his career. He has a deep understanding of systems and software, technology development, operations, risk management, cybersecurity, and strategy. He also brings extensive corporate governance expertise having served on several public and private tech company boards both domestically and in Europe. Professional Experience: • President, S Group Advisory, LLC, a management consulting firm (since 2015) • Member of the Supervisory Board of ASM International N.V., a Dutch semiconductor wafer manufacturing process equipment company (since 2021) • Former Board Director of Snap One Holdings, Corp, a smart home technology solutions and distribution company (2021-2024) • Served as interim CEO of Quantum Corporation, a computer storage systems company (2017-2018) and Board Director (2017-2019) • Served as Senior Vice President of the Lenovo Group Limited, an international technology company (2014-2015) • Served in various capacities at International Business Machines Corporation, a global technology and innovation company, including sixteen years in senior executive officer and global general management roles (1982-2014) Other Current Public Company Boards: • Serves as a Director of Avnet, Inc., a global electronic components distribution and technology solutions company (since 2019) |

  3. Director Nominees

    | Juan A. Benitez Age: 51 Director Since: 2024 Independent Committee Memberships: Audit, Compensation Other Current Public Company Boards: None 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 | Director Qualifications: Mr. Benitez joined the Board in 2024 and serves on the Audit and Compensation Committees. He brings to the Board executive leadership experience in the payments and financial services industries. Mr. Benitez served as President of GoFundMe, a crowdfunding and fundraising platform, and held leadership positions at PayPal, including as Chief Technology Officer and as General Manager of Braintree Payments. He also held various leadership roles at Yahoo!. Through his experience, Mr. Benitez also brings financial management, technology and innovation, risk and regulatory, and international operations experience to the Board. Professional Experience: • 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 (2015-2019) • 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 (2003-2012) • Board Observer of NomuPay, a provider of payment solutions in Southeast Asia, Europe and Turkey |

  4. Director Nominees

    | 18 | |

  5. Director Nominees

    | Janet O. Estep Age: 68 Director Since: 2015 Independent Committee Memberships: Audit, Corporate Governance Other Current Public Company Boards: One 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 | Director Qualifications: Ms. Estep joined the Board in 2015 and serves on the Audit and Corporate Governance Committees. Having served as President and CEO of Nacha, the governing body of the ACH payments network, and in various executive roles at U.S. Bank, Ms. Estep brings to the Board significant leadership experience in the payments and financial services industries as well as financial management, technology and innovation, and risk and regulatory environments. Ms. Estep also served as the VP of Sales & Marketing for Pace Analytical Services and in a variety of corporate, product development and sales management positions at IBM, adding additional breadth to her experience. Professional Experience: • Former President and Chief Executive Officer of Nacha 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 (2008-2019) • Served in various executive management roles at U.S. Bank, including as Executive Vice President of its Transaction Services Division and its Merchant Payment Services Division (1997 to 2008) • Served as VP of Sales & Marketing for Pace Analytical Services, a nationwide environmental laboratory services company, as well as General Manager of its Twin Cities lab (1993-1997) • 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 Other Current Public Company Boards: • Serves as a director of Alerus Financial, a diversified financial services company |

  6. Director Nominees

    | Mary P. Harman Age: 55 Director Since: 2021 Independent Committee Memberships: Corporate Governance (Chair), Compensation Other Current Public Company Boards: None 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 | Director Qualifications: Ms. Harman joined the Board in 2021 and chairs the Corporate Governance Committee while also serving on the Compensation Committee. She has a strong background in the financial services and payments industries, having held leadership positions at Bank of America Corporation, GE Equity and Ernst & Young LLP. Through her roles at Bank of America and GE Equity, Ms. Harman has extensive experience investing in, and overseeing, high-growth payments, financial services and technology companies. Ms. Harman also brings financial management, technology and innovation, risk and regulatory, and international operations experience to the Board. Professional Experience: • Held various positions at Bank of America Corporation, most recently as a Managing Director, Enterprise Payments, and prior to that leading Global Principal Investments (2006-2018) • Formerly served as an Investment Executive, Strategic Private Equity Investments at GE Equity (1998-2006) • Served in consulting positions at Ernst & Young LLP. • 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 • Served as a Non-Executive Director of Blue Ocean Digital Holdings LLC |

  7. Director Nominees

    | 20 | |

  8. Director Nominees

    | Katrinka B. McCallum Age: 57 Director Since: 2024 Independent Committee Memberships: Audit, Corporate Governance Other Current Public Company Boards: One 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 | Director Qualifications: Ms. McCallum joined the Board in 2024 and serves on the Audit and Corporate Governance Committees and is a designated Audit Committee financial expert. She has extensive financial management, risk and regulatory and international experience, including in the payments and financial services industries. Ms. McCallum has held leadership roles at Red Hat, a leading provider of enterprise open source software solutions, Micromuse, Inc., a network management software provider, and Aprisma Management Technologies, a network computer equipment company. Her background as a Senior Auditor at Deloitte & Touche LLP and her NACD certifications brings further valuable perspectives and insights to the Board. Professional Experience: • Former Director of Rimini Street, Inc., a global provider of end-to-end enterprise software support, products and services • 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 Aprisma Management Technologies, a vendor management software division of Cabletron Systems (1997-2001) • Served as a Senior Auditor at Deloitte & Touche LLP (1989-1993) and earned her CPA license. • Earned National Association of Corporate Directors Directorship Certification (NACD.DC), and National Association of Corporate Directors CERT Cybersecurity Oversight Certification Other Current Public Company Boards: • Serves as a Director of Intrusion, Inc., a cybersecurity company |

  9. Director Nominees

    | Charles E. Peters, Jr. Age: 73 Director Since: 2015 Independent Committee Memberships: Audit (Chair) Other Current Public Company Boards: None Skills and Qualifications: • Financial Expert • Financial Management Experience • Executive Leadership of a Complex Business • Technology and Innovation Experience • International Experience | Director Qualifications: Mr. Peters joined the Board in 2015 and chairs the Audit Committee. He is a designated Audit Committee financial expert. Mr. Peters brings decades of executive and financial leadership experience to the Board. He served as CFO of Red Hat, Inc., a leading provider of enterprise open source software solutions, CFO of Burlington Industries, and Senior Vice President of Finance of Boston Edison Company. Mr. Peters also held roles at GenRad Inc. and Price Waterhouse. Mr. Peters offers extensive financial management, technology and innovation, and international experience to our Board. Professional Experience: • Served as Executive Vice President and Chief Financial Officer of Red Hat, Inc., a multi-national global leader in open-source software (2004-2015) • Served as Senior Vice President and Chief Financial Officer of Burlington Industries, a multi-national manufacturer of textiles, commercial carpet and consumer products (1995-2004) • Served as Senior Vice President of Finance of Boston Edison Company, a public utility company that provided electricity to eastern Massachusetts (1991-1995) • 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 (1982-1991) • Served as Senior Manager at Price Waterhouse, a multi-national professional services network (1973-1982) • 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. |

  10. Director Nominees

    | 22 | |

  11. Director Nominees

    | Thomas W. Warsop III Age: 58 Director Since: 2015 Committee Memberships: None Other Current Public Company Boards: None 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 | Director Qualifications: Thomas W. Warsop III joined the Board in 2015 and serves as the President and CEO of ACI. He has an extensive background in the payments and financial services industries, and has significant financial management, executive leadership, technology and innovation, risk and regulatory, and international experience. Mr. Warsop held CEO positions at One Call Care Management, Hananui, LLC and The Warranty Group, Inc., and served as Executive Chairman of York Risk Services Group. Mr. Warsop also served in leadership roles at Fiserv, Inc. and Electronic Data Systems. Professional Experience: • 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 • Chief Executive Officer of Hananui, LLC, a provider of strategic consulting services (since January 2017) • Chief Executive Officer of One Call Care Management, the leading provider of ancillary services and cost containment solutions to the Workers’ Compensation industry (February 2020-May 2022); Executive Chairman (May 2022-December 2022) • Executive Chairman of York Risk Services Group, a leading provider of integrated insurance and managed care solutions (June 2017-January 2020) • Served as President and Chief Executive Officer of The Warranty Group, Inc., a provider of insurance and insurance services (2012-2017) • Served as Group President and held various management positions at Fiserv, Inc. (NASDAQ: FISV), a provider of technology solutions to the financial industry (2007-2012) • 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 |

  12. Director Nominees

    | Samir M. Zabaneh Age: 58 Director Since: 2021 Independent Committee Memberships: Compensation (Chair), Audit Other Current Public Company Boards: None 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 | Director Qualifications: Mr. Zabaneh joined the Board in 2021 and chairs the Compensation Committee while also serving on the Audit Committee. Mr. Zabaneh is a designated Audit Committee financial expert. Currently serving as CEO and Chairman of Touch Bistro, a point-of-sale restaurant management software provider, and as lead director of Nuvei, a global leader in payments solutions, Mr. Zabaneh brings extensive leadership experience in the payments and financial services industries, as well as financial management, technology and innovation, risk and regulatory, and international operations to the Board. Mr. Zabaneh also held leadership positions at Fiserv, Inc., Element Fleet Management Corp., Heartland Payment Systems, Inc. and Moneris Solutions, further providing valuable skills and experience to our Board. Professional Experience: • Chief Executive Officer of Touch Bistro, Inc., an all-in-one point of sale and restaurant management software provider • Served as Executive Vice President, Global Business Services at Fiserv, Inc., previously First Data (2018-2020) • Served as Chief Financial Officer of Element Fleet Management Corp. (2017-2018) • Served as Chief Financial Officer of Heartland Payment Systems, Inc. (2014-2016) • Served as Chief Operating, Financial and Strategy Officer at Moneris Solutions (2008-2014) • Chairman of the Board of Directors of Touch Bistro, Inc. (since 2020) • Serves as Lead Director of Nuvei, a global leader in payments • Served as a Director of AST Trust Company (2013-2021) |

  13. 2024 Director Compensation

    2024 Director Compensation The table below summarizes the compensation earned by or paid to our independent directors for the fiscal year ended December 31, 2024.

  14. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(4) | Total ($) | | Janet O. Estep | 68,000 | 249,992 | 317,992 | | James C. Hale III(3) | 34,000 | - | 34,000 | | Mary P. Harman | 83,000 | 312,491 | 395,491 | | Charles E. Peters Jr. | 98,000 | 249,992 | 347,992 | | Adalio T. Sanchez | 168,000 | 249,992 | 417,992 | | Samir M. Zabaneh | 88,000 | 312,491 | 400,491 | | Katrinka B. McCallum | 56,667 | 312,491 | 369,158 | | Juan A. Benitez | 56,667 | 312,491 | 369,158 |

  15. 2024 Director Compensation

    | (1) The grant date fair value of the RSUs granted to our independent directors on June 4, 2024, was $34.75 per share, the closing price on the date of grant, multiplied by the number of shares awarded, 7,194. The fair value was computed in accordance with FASB ASC Topic 718. |

  16. 2024 Director Compensation

    | (2) The grant date fair value of the RSUs granted to our independent directors on March 20, 2024, was $32.15 per share, the closing price on the date of grant, multiplied by the number of shares awarded, 1,944. The fair value was computed in accordance with FASB ASC Topic 718. |

  17. 2024 Director Compensation

    | (3) James C. Hale III retired as a director on June 4, 2024. This amount reflects the retainer fees that he earned as a director through such date. |

  18. 2024 Director Compensation

    | (4) The following table sets forth each independent director’s aggregate number of stock awards (unvested RSUs) outstanding as of December 31, 2024: |

  19. 2024 Director Compensation

    | Name | Unvested Stock Awards | Aggregate Stock Option Awards | | Janet O. Estep | 7,194 | - | | James C. Hale III | - | - | | Mary P. Harman | 7,194 | - | | Charles E. Peters Jr. | 7,194 | - | | Adalio T. Sanchez | 7,194 | - | | Samir M. Zabaneh | 7,194 | - | | Katrinka B. McCallum | 7,194 | - | | Juan A. Benitez | 7,194 | - |

  20. Pay Mix

    Pay Mix For 2024, we continued to evolve the design of our PSU awards, which previously were based on top-line Revenue Net of Interchange Growth and bottom-line Net Adjusted EBITDA Margin performance, to focus on Gross Revenue Growth which we consider to be an important measure of our financial success that is largely within management’s direct control. This change is also intended to provide a more balanced approach to our incentive compensation since Revenue Net of Interchange is still used for our STIP. The PSUs are based on our business performance over three years with three annual achievement targets for our Gross Revenue Growth that were established at the beginning of the three-year period. We continued to incorporate total shareholder return as a multiplier, which may increase or decrease the long-term incentive payouts by up to 20%. Consideration of rTSR performance against the S&P SmallCap 600 Index at the end of the three-year performance period 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. In addition, we incorporated an adjusted EBITDA gate, which must be met or exceeded for the PSUs to pay out.

  21. Annual Cash Incentive

    Annual Cash Incentive

  22. Annual Cash Incentive

    | CEO Short-Term Incentive Plan (“STIP”) Award Target Award of $750,000 | | | | | | | | | | | | Payout of $1,162,725 | | | | | | | | | | | | Corporate Performance: | | | | | | | | | | | | Base Salary | × | STIP Target % | = | STIP Target | × | Financial Performance Payout % | × | Individual Performance Multiplier | = | Final Payout | | $750,000 | × | 100% | = | $750,000 | × | 155.03% | × | 1.00 | = | $1,162,725 |

  23. Annual Cash Incentive

    | 36 | |

  24. Long-Term Incentive

    Long-Term Incentive

  25. 2024 Long-Term Incentive Awards

    2024 Long-Term Incentive Awards

  26. 2024 Long-Term Incentive Awards

    | Component | Proportion | How 2024 awards work | Vesting | | PSUs | | Based on ACI’s Gross Revenue Growth rate over 3 years with three annual achievement targets established at grant. Level of achievement measured every year but paid out at the end of the three-year period. To achieve the performance gate for any performance year, the Company’s Adjusted EBITDA for the performance year must be greater than or equal to the Company’s 2023 Adjusted EBITDA of $396.3 million. Any shares earned based on Gross Revenue Growth performance are subject to a +/-20% rTSR multiplier applied at the end of the three-year performance period versus the S&P SmallCap 600 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. 2022 PSU Payout

    2022 PSU Payout

  28. 2022 PSU Payout

    | Performance period: | Performance measure: | Outcome: | | March 1, 2022 – February 28, 2025 | ACI’s total shareholder return relative to the S&P 400 MidCap Index over the three-year performance period. | 2022 award performance period ended in fiscal 2025 and therefore performance will be discussed in next year’s proxy statement. |

  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 2024, our CEO received a PSU grant comprising 65% of his annual equity award; other Named Executive Officers received a PSU grant comprising 50% of their annual equity award. | | • “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 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 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, along with certain other benefits provided to our NEOs, is summarized in the table below. Although this Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers, our 2024 executive compensation program and our compensation-setting process (described below) were substantially the same for all our executives who report to our CEO.

  33. Compensation Elements

    | Component | Description | Objectives | | 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 Revenue Net of Interchange Growth (60%) and Adjusted EBITDA (40%) 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 Gross Revenue Growth with a minimum three-year Adjusted EBITDA threshold and 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 also provide executives financial planning and 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. • Assist executives with financial planning. | | 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 2024, the Compensation Committee approved the terms of the 2024 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 2023 and January 2024, 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.

  36. Annual Cash Incentive Award Opportunity Targets

    | 42 | |

  37. Annual Cash Incentive Award Opportunity Targets

    Increases in the dollar amount are a result of base salary increases. The target annual cash incentive award opportunities of our Named Executive Officers for purposes of the 2023 STIP and the 2024 STIP were as follows:

  38. Annual Cash Incentive Award Opportunity Targets

    | Named Executive Officer | 2023 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2023 Target Annual Cash Incentive Award Opportunity ($) | 2024 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2024 Target Annual Cash Incentive Award Opportunity ($) | Percentage Increase over 2023 (calculated based on the dollar amount increase) | | Thomas W. Warsop III | 100% | $750,000 | 100% | $750,000 | - | | Scott W. Behrens | 100% | $515,000 | 100% | $515,000 | - | | Abraham Kuruvilla(1) | - | - | 100% | $470,000 | - | | Alessandro Silva(2) | 100% | $440,000 | 100% | $460,000 | 4.55% | | Deborah L. Guerra | 100% | $400,000 | 100% | $415,000 | 3.75% |

  39. Annual Cash Incentive Award Opportunity Targets

    | (1) 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 participated in the 2024 STIP. |

  40. Annual Cash Incentive Award Opportunity Targets

    | (2) Mr. Silva’s 2023 target annual cash incentive opportunity is composed of a combination of participation in our STIP as well as a separate sales incentive plan. For 2023 and 2024, Mr. Silva’s target opportunity under the STIP and under the applicable sales incentive plan was 50% of his base salary. |

  41. Plan Terms – 2024 Performance Metrics

    Plan Terms – 2024 Performance Metrics The 2024 STIP provided for a funding pool based on actual performance for the period beginning on January 1, 2024, and ending on December 31, 2024, as measured in two categories (the same as used in 2023):

  42. Plan Terms – 2024 Performance Metrics

    | • | Adjusted EBITDA (40% weighting) |

  43. Plan Terms – 2024 Performance Metrics

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

  44. Plan Terms – 2024 Performance Metrics

    Final payout determinations for our executive officers could have increased or decreased by up to 10% based on the CEO’s assessment of their individual performance (for executives other than himself) and recommendation to the Compensation Committee. Similarly, our CEO’s final payout could have increased or decreased by up to 10% based on the Compensation Committee’s assessment of his individual performance. Payments under the 2024 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 2024 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 2024 performance goals for the two financial performance metrics are shown below.

  45. Plan Terms – 2024 Performance Metrics

    | Adjusted EBITDA Performance(1) | Below Threshold | Threshold | Target | Max | | Adjusted EBITDA Attainment % | <93.6% | 93.6% | 100% | 105% | | Adjusted EBITDA Amount $(millions) | <396.6 | 396.6 | 423.5 | 444.7 | | Adjusted EBITDA Funding | 0% | 25% | 100% | 200% |

  46. Plan Terms – 2024 Performance Metrics

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

  47. Plan Terms – 2024 Performance Metrics

    | Revenue Net of Interchange Growth Performance(1) | Below Threshold | Threshold | Target | Max | | Revenue Net of Interchange Growth Attainment % | <92.3% | 92.3% | 100% | 103% | | Revenue Net of Interchange Growth Amount $(millions) | <1,035.8 | 1,035.8 | 1,122 | 1,156 | | Revenue Net of Interchange Growth Funding | 0% | 25% | 100% | 200% |

  48. Plan Terms – 2024 Performance Metrics

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

  49. Annual Cash Incentive Awards – 2024 Results and Payouts

    Annual Cash Incentive Awards – 2024 Results and Payouts In February 2025, the Compensation Committee certified our 2024 performance and determined the amounts to be paid under the 2024 STIP. 2024 Adjusted EBITDA was $466.8 million, which resulted in a goal attainment percentage of 110.22% (and a 200% payout percentage) with respect to such metric, and the 2024 Revenue Net of Interchange Growth was $1,130.4 million, which resulted in a goal attainment percentage of 100.75% (and a payout percentage of 125.04%) with respect to such metric. The combined weighted financial performance resulted in an overall STIP payout percentage of 155.03% of target. None of the Named Executive Officers received an individual adjustment to their STIP payouts, so the corporate performance resulted in a payout of 155.03% of each of their target annual incentives to determine their final 2024 STIP payout. None of our NEOs received a modification based on individual performance. The payouts are shown in the table below.

  50. Annual Cash Incentive Awards – 2024 Results and Payouts

    | Named Executive Officer | 2024 Target Annual Cash Incentive Award Opportunity | 2024 Annual Cash Payout for Company Performance | Individual Performance Factor | Final Payout (% of target) | 2024 Actual Annual Cash Incentive Award Payout $ | | Thomas W. Warsop III | $750,000 | $1,162,725 | 100% | 155.03% | $1,162,725 | | Scott W. Behrens | $515,000 | $798,405 | 100% | 155.03% | $798,405 | | Abraham Kuruvilla | $470,000 | $728,641 | 100% | 155.03% | $728,641 | | Alessandro Silva(1) | $230,000 | $356,569 | 100% | 155.03% | $356,569 | | Deborah L. Guerra(2) | $415,000 | - | - | - | - |

  51. Annual Cash Incentive Awards – 2024 Results and Payouts

    | (1) 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. |

  52. Annual Cash Incentive Awards – 2024 Results and Payouts

    | (2) Due to her departure during 2024, Ms. Guerra was not eligible for a 2024 STIP payout. |

  53. Sales Incentive Plan – 2024 Results and Payouts

    Sales Incentive Plan – 2024 Results and Payouts For 2024, in addition to an award under the STIP, Mr. Silva was also eligible for awards under a sales incentive plan. His award opportunity was $230,000, which was 50% of his base salary at the beginning of 2024, when the sales incentive plan was set. His sales incentive plan was composed of seven metrics covering annual recurring revenue, license revenue from sales and services, and total revenue. He earned approximately 150% of target, or $345,637, from the sales incentive plan. None of the other Named Executive Officers is eligible for an award under the sales incentive plan.

  54. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTIP permits the grant of equity awards to our NEOs, executive officers and other key employees. 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 March 2024, the Compensation Committee granted annual long-term incentive awards to our Named Executive Officers, other than our CEO, divided equally between RSUs and PSUs. Our CEO’s annual long-term incentive awards were composed of 65% PSUs and 35% RSUs. The Compensation Committee believes this balance of time-based and performance-based equity incentivizes performance and promotes retention.

  55. Annual Equity Awards for 2024

    Annual Equity Awards for 2024 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 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 companies in our compensation peer group, and the other factors described under “Compensation-Setting Process – Factors Considered in Compensation Deliberations” below. For 2024, we continued to evolve the design of our PSU awards, which previously were based on Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin performance, to focus on Gross Revenue Growth. We consider Gross Revenue Growth to be an important measure of our financial success that is largely within management’s direct control. We continued to incorporate total shareholder return as a multiplier of +/- 20%, which provides upside/downside potential in the event of outperformance/underperformance relative to the S&P SmallCap 600 Index over a three-year performance period. 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 SmallCap 600 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. In addition, we incorporated an adjusted EBITDA gate, which must be met or exceeded for the PSUs to pay out. The target grant date fair values of the 2024 regular annual equity awards for certain of our participating Named Executive Officers increased as reflected in the table below to provide for competitive awards, 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. With respect to Messrs. Warsop and Kuruvilla, their awards reflected their first full annual award. Mr. Warsop’s 2023 award was pro-rated for the time he spent as our full time CEO and Mr. Kuruvilla’s 2023 award was a new hire award that was not based on our annual grant program. The target values of annual equity awards granted to our Named Executive Officers in 2024 were as follows:

  56. Annual Equity Awards for 2024

    | Named Executive Officer | Target Value of PSUs | Target Value of Restricted Share Unit Awards | Aggregate Target Value | Percentage Increase over 2023 | | Thomas W. Warsop III | $5,525,000 | $2,975,000 | $8,500,000 | N/A(1) | | Scott W. Behrens | $1,550,000 | $1,550,000 | $3,100,000 | 10.71% | | Abraham Kuruvilla | $1,250,000 | $1,250,000 | $2,500,000 | N/A(2) | | Alessandro Silva | $750,000 | $750,000 | $1,500,000 | - | | Deborah L. Guerra | $800,000 | $800,000 | $1,600,000 | 6.67% |

  57. Annual Equity Awards for 2024

    | (1) Mr. Warsop’s 2023 award was pro-rated for the time he spent as our full time CEO. |

  58. Annual Equity Awards for 2024

    | (2) Mr. Kuruvilla’s 2023 award was a new hire award that was not based on our annual grant program. |

  59. PSU Awards

    PSU Awards Vesting Conditions The PSUs granted in 2024 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.” Gross Revenue Growth Metric We set the Gross Revenue Growth performance goal (100% weighting) at grant for each annual period within the performance period based on our long-term financial plan. This approach provides a performance and retention incentive over the three-year performance period. The level of attainment is measured every year against the Gross Revenue Growth percentage growth for that year (which was set at the grant of the award), with the shares earned and paid out at the end of the three year period. The PSU Award is based on Gross Revenue Growth for each year of the three year performance period. In addition, for any performance year, the Company’s Adjusted EBITDA must be greater than or equal to the Company’s 2023 Adjusted EBITDA of $396.3 million. Any portion of the PSU Award that is earned based on the achievement of the Gross Revenue Growth goal will be adjusted up or down 20% based on our Total Shareholder Return percentile performance relative to the Total Shareholder Return of the S&P 600 Small Cap Index over the three year performance period, all as further 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 SmallCap 600 Index over the three-year period from March 1, 2024 through February 28, 2027. 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:

  60. 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% |

  61. 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.

  62. Restricted Share Units

    Restricted Share Units We provided grants of RSUs in 2024 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 CEO in 2024 will vest in equal annual installments over a three-year period commencing on the first anniversary of the date of grant, subject to continued employment as of each vesting date. The RSUs granted to all other NEOs 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.

  63. Prior Equity Awards

    Prior Equity Awards

  64. 2022 PSU Awards

    2022 PSU Awards In 2022, 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 March 1, 2022, and ending on February 28, 2025. Among the current Named Executive Officers, only Mr. Behrens and Mr. Silva received these rTSR awards in 2022. For the rTSR awards, we will measure ACI’s total shareholder return relative to the S&P MidCap 400 Index over the three-year performance period described above. Based on performance relative to the S&P MidCap 400 Index, the rTSR awards could have been earned as illustrated in the following table:

  65. 2022 PSU Awards

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

  66. 2022 PSU Awards

    The 2022 award performance period ended in fiscal 2025 and therefore performance will be discussed in next year’s proxy statement.

  67. 2023 PSU Awards

    2023 PSU Awards As previously disclosed, for PSU awards granted in 2023, 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. One-third of the target PSUs awarded in 2023 (“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 are 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”). The goals for Tranche 2 were established by the Compensation Committee in fiscal 2024, and therefore, in accordance with SEC rules, the grant date fair value associated with Tranche 2 is reported as a 2024 amount for purposes of the 2024 Grants of Plan-Based Awards table and the 2024 Summary Compensation Table below. The 2025 goals were set by the Compensation Committee at the beginning of the 2025 fiscal year based on ACI’s annual operating plan at the time. The number of shares earned based on Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin achievement over the full performance period has the potential to be increased or decreased based on the total shareholder return of our common stock relative to the S&P 400 MidCap Index over the 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’ share totals will be modified upwards or downwards as shown below:

  68. 2023 PSU Awards

    | 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% |

  69. 2023 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. |

  70. 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.

  71. 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.

  72. 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 2024, 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. During 2024, representatives of Compensia regularly attended the meetings of the Compensation Committee (both with and without management present) and provided the following services: In 2024, 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 2024, 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.

  73. 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 2024 were selected in May 2023 based on their similarity to us, as determined using the following criteria:

  74. Market Data

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

  75. Market Data

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

  76. Market Data

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

  77. Market Data

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

  78. Market Data

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

  79. Market Data

    | 50 | |

  80. 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 2024 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. For the peer group described above, in comparison to the prior year’s peer group, we removed four companies, CDK Global, Inc., Nuance Communications, Inc., Vonage Holdings Corp., and Zendesk, Inc. due to the companies being acquired; we removed Ebix, Inc. due to market capitalization falling below our then-current selection criteria range. We also added Affirm Holdings, Inc., BILL Holdings, Inc., CCC Intelligent Solutions Holdings, Inc., Marqeta, Inc., and Procore Technologies, Inc. because they were within our then-current revenue and market capitalization selection criteria ranges and were considered to be appropriate business fits.

  81. 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.

  82. 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 2024. 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 help prevent unvested equity from losing its retention value following a change in control of the Company, and also help prevent windfalls—both of which could occur if vesting of either equity or cash-based awards accelerated automatically as a result of the transaction.

  83. 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 (e) take any other action the Company determines is necessary or appropriate and in the best interest of the Company and its stockholders.

  84. 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.

  85. 2024 Summary Compensation Table

    2024 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 during 2024. We refer to the executive officers included in the “summary compensation table” below collectively as our “Named Executive Officers.” No disclosure is provided for Mr. Kuruvilla for fiscal year 2022 as he was not employed by the Company until October 2023.

  86. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (g) | (i) | (j) | | Thomas W. Warsop, III | 2024 | 750,000 | | 10,228,643 | 1,162,725 | 11,052 | 12,152,420 | | President and Chief Executive Officer | 2023 | 2,062,500 | 325,000 | 2,308,220 | 529,870 | 6,088 | 5,231,678 | | | 2022 | 577,500 | - | - | - | 108 | 577,608 | | Scott W. Behrens | 2024 | 515,000 | - | 3,850,679 | 798,405 | 10,560 | 5,174,643 | | Chief Financial Officer | 2023 | 495,000 | - | 1,902,299 | 652,000 | 5,864 | 3,055,163 | | | 2022 | 475,000 | - | 2,600,005 | 450,000 | 6,564 | 3,531,569 | | Abraham Kuruvilla | 2024 | 465,000 | 540,000 | 2,602,936 | 728,641 | 13,164 | 4,349,741 | | Chief Technology Officer | 2023 | 80,205 | - | 1,600,004 | - | 144 | 1,680,353 | | Alessandro Silva | 2024 | 460,000 | - | 1,895,587 | 702,206 | 10,440 | 3,068,233 | | Chief Revenue Officer | 2023 | 440,000 | - | 1,019,076 | 446,035 | 8,173 | 1,913,284 | | | 2022 | 404,002 | 225,000 | 1,349,985 | 663,664 | 5,864 | 2,648,515 | | Deborah L. Guerra | 2024 | 247,353 | - | 1,999,675 | - | 8,633 | 2,255,661 | | Former Chief Product Officer | 2023 | 391,500 | - | 1,019,076 | 482,000 | 62,558 | 1,955,134 | | | 2022 | 373,831 | - | 799,998 | 300,000 | 50,939 | 1,524,768 |

  87. 2024 Summary Compensation Table

    | (1) For 2024, the amount in column (d) consists of a payment of $540,000 to Mr. Kuruvilla as a special sign-on bonus. |

  88. 2024 Summary Compensation Table

    | (2) 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. Such amounts include the grant date fair value associated with Tranche 2 of the 2023 PSU awards. 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, 2024, included in our Annual Report. The grant date fair values included in column (e) are based upon the probable outcome of the performance conditions. Assuming maximum performance with respect to the applicable performance objectives, the grant date fair values for the PSUs (including 2024 PSU grants and Tranche 2 of the 2023 PSU grants) would be as follows: for Mr. Warsop, $14,507,312; for Mr. Behrens, $4,601,391; for Mr. Kuruvilla, $2,705,863; for Mr. Silva, $2,291,143; and for Ms. Guerra, $2,399,348. All of Ms. Guerra’s PSUs were cancelled upon her termination on August 12, 2024. |

  89. 2024 Summary Compensation Table

    | (3) The amounts in column (g) reflect compensation paid under the Company’s STIP program for the respective fiscal year. For Mr. Silva, it also includes his sales incentive plan payments earned for 2024. |

  90. 2024 Summary Compensation Table

    | (4) The amounts in column (i) reflect the payments or accruals for each Named Executive Officer set forth in the “Other Compensation” table below. |

  91. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  92. 2024 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, | | | | | | | | | | | -2024 STIP | - | 187,500 | 750,000 | 1,500,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2024 | - | - | - | - | - | - | 93,143 | 2,974,987 | | -Performance Share Units | 2/23/2024 | - | - | - | 9,528 | 38,112 | 76,224 | - | 1,273,703 | | -Performance Share Units | 3/4/2024 | - | - | - | 43,245 | 172,981 | 345,962 | - | 5,979,953 | | Scott W. Behrens | | | | | | | | | | | -2024 STIP | - | 128,750 | 515,000 | 1,030,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2024 | - | - | - | - | - | - | 48,528 | 1,549,984 | | -Performance Share Units | 2/23/2024 | - | - | - | 4,661 | 18,644 | 37,288 | - | 623,082 | | -Performance Share Units | 3/4/2024 | - | - | - | 12,132 | 48,528 | 97,056 | - | 1,677,613 | | Abraham Kuruvilla | | | | | | | | | | | -2024 STIP | - | 117,500 | 470,000 | 940,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2024 | - | - | - | - | - | - | 39,136 | 1,250,004 | | -Performance Share Units | 3/4/2024 | - | - | - | 9,784 | 39,136 | 78,272 | - | 1,352,932 | | Alessandro Silva | | | | | | | | | | | -2024 STIP | - | 57,500 | 230,000 | 460,000 | - | - | - | - | - | | -2024 SIC | | | 230,000 | | | | | | | | -Restricted Share Units | 3/4/2024 | - | - | - | - | - | - | 23,482 | 750,015 | | -Performance Share Units | 2/23/2024 | - | - | - | 2,497 | 9,988 | 19,976 | - | 333,799 | | -Performance Share Units | 3/4/2024 | - | - | - | 5,871 | 23,482 | 46,964 | - | 811,773 | | Deborah L. Guerra | | | | | | | | | | | -2024 STIP | - | 103,750 | 415,000 | 830,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2024 | - | - | - | - | - | - | 25,047 | 800,001 | | -Performance Share Units | 2/23/2024 | - | - | - | 2,497 | 9,988 | 19,976 | - | 333,799 | | -Performance Share Units | 3/4/2024 | - | - | - | 6,262 | 25,047 | 50,094 | - | 865,875 |

  93. 2024 Grants of Plan-Based Awards

    | (1) The amounts shown are possible payouts under the 2024 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, 2024. For more information regarding these awards, see “Compensation Discussion and Analysis-Compensation Elements-Annual Cash Incentive Awards.” |

  94. 2024 Grants of Plan-Based Awards

    | 58 | |

  95. 2024 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 2024. The awards with a grant date of March 4, 2024 reflect the 2024 PSU awards granted to the Named Executive Officers. The awards with a grant date of February 23, 2024 reflect Tranche 2 of the PSU awards originally approved in 2023 to the Named Executive Officers (other than for Mr. Kuruvilla), for which the Compensation Committee approved the applicable performance goals during fiscal 2024. These awards were granted pursuant to the terms of the 2020 Equity and Incentive Compensation Plan (amended and restated effective June 1, 2023). These awards will be earned, if at all, based upon the achievement, over a defined performance period, of applicable performance objectives. 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. |

  96. 2024 Grants of Plan-Based Awards

    | (3) The awards shown in column (i) reflect RSUs granted to our Named Executive Officers in 2024, as further described above under “Compensation Discussion and Analysis-Compensation Elements-Long-Term Incentive Compensation.” |

  97. 2024 Grants of Plan-Based Awards

    | (4) The grant date fair value of each equity award was computed in accordance with FASB ASC Topic 718. 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. The probable outcome used for the calculation of the PSU awards granted during 2024 is based on the achievement of target performance for each metric. |

  98. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024.

  99. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Options | | | | | Stock Awards | | | | | Name | 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 | 3/04/2024 2/23/2024 6/01/2023 | - - - | - - - | - - - | - - - | 93,143 - 41,044(3) (3) | 4,835,053 - 2,130,594 | 172,981 38,112 38,112(4) (5) (6) | 8,979,444 1,978,394 1,978,394 | | Scott W. Behrens | 3/04/2024 2/23/2024 5/11/2023 3/01/2022 2/21/2017 2/23/2016 | - - - - 64,000 72,333 | - - - - - - | - - - - 20.12 17.89 | - - - - 2/21/2027 2/23/2026 | 36,396 - 27,966 13,674 - - | 1,889,316 - 1,451,715 709,817 - - | 48,528 18,644 18,645 30,240 - -(4) (5) (6) (7) | 2,519,088 967,810 967,862 1,569,758 - - | | Abraham Kuruvilla | 3/04/2024 11/29/2023 | - - | - - | - - | - - | 29,350 39,288(3) | 1,523,559 2,039,440 | 39,136 -(4) | 2,031,550 - | | Alessandro Silva | 3/04/2024 2/23/2024 5/11/2023 8/09/2022 3/01/2022 | - - - - - | - - - - - | - - - - - | - - - - - | 17,611 - 14,982 7,249 3,155 | 914,187 - 777,716 376,296 163,776 | 23,482 9,988 9,988 - 6,978(4) (5) (6) (7) | 1,218,951 518,477 518,477 - 362,228 | | Deborah L. Guerra(8) | | - | - | - | - | - | - | - | - |

  100. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Unless otherwise noted, all restricted stock units vest in equal quarterly installments for three years following the grant date. |

  101. Outstanding Equity Awards at 2024 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 on December 31, 2024 (the last trading day of 2024), $51.91 per share. |

  102. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Restricted stock units granted to Mr. Warsop on June 1, 2023 and March 4, 2024, and Mr. Kuruvilla on November 29, 2023, vest in equal annual installments on the first three anniversaries of the grant date. |

  103. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) 2024 LTIP PSUs that have a performance period from (March 1, 2024 – February 28, 2027) and vest, if at all, following , 2027, based on financial performance metrics and the relative total shareholder return versus the applicable peer group. The number of shares denoted is the number issuable for on-target performance. |

  104. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Represents Tranche 2 of 2023 LTIP PSUs that have a performance period from 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 second third of the PSU award made in fiscal 2023 for which the grant date fair value was established in fiscal year 2024 when the Compensation Committee approved the relevant financial performance goals for such year. The number of shares denoted is the number issuable for on-target performance. |

  105. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) Represents Tranche 1 of 2023 LTIP PSUs that have a performance period from 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 |

  106. Outstanding Equity Awards at 2024 Fiscal Year-End

    | year 2023 when the Compensation Committee approved the relevant financial performance goals for such year. The number of shares denoted is the number issuable for on-target performance. |

  107. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) 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. |

  108. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) Ms. Guerra, former Chief Product Officer, terminated her employment with the Company effective on August 12, 2024, which resulted in all of her outstanding awards being forfeited. |

  109. 2024 Option Exercises and Stock Vested

    2024 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, 2024.

  110. 2024 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 | - | - | 20,522 | 738,997 | | Scott W. Behrens | 94,488 | 3,458,979 | 55,459 | 2,145,497 | | Abraham Kuruvilla | - | - | 29,430 | 1,572,069 | | Alessandro Silva | - | - | 32,547 | 1,349,903 | | Deborah L. Guerra | - | - | 17,235 | 620,003 |

  111. 2024 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. |

  112. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation Our Named Executive Officers 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.

  113. 2024 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2024 ($) (b)(1) | Registrant Contributions in 2024 ($) (c) | Aggregate Earnings in 2024 ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f)(3) | | Thomas W. Warsop III | - | - | - | - | - | | Scott W. Behrens | - | - | - | - | - | | Abraham Kuruvilla | - | - | - | - | - | | Alessandro Silva | - | - | - | - | - | | Deborah L. Guerra | 24,735 | - | 16,917 | - | 215,024 |

  114. 2024 Nonqualified Deferred Compensation

    | (1) The amount reported in this column was reported as “Salary” in the 2024 Summary Compensation Table. |

  115. 2024 Nonqualified Deferred Compensation

    | (2) The amount reported in this column is not reported in the 2024 Summary Compensation Table because the earnings are not above-market or preferential. |

  116. 2024 Nonqualified Deferred Compensation

    | (3) Of the amount set forth in this column for Ms. Guerra, $156,325 was reported as compensation in a prior year’s summary compensation table. |

  117. 2024 Nonqualified Deferred Compensation

    | 60 | |

  118. 2024 Nonqualified Deferred Compensation

    Potential Payments Upon Termination or Change in Control

  119. 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 to PEO 1 1,4 (c) | Summary Compensation Table Total for PEO 2 1,3 (d) | Compensation Actually Paid to PEO 2 1,4 (e) | Average Summary Compensation Table Total for Non-PEO NEOs 2,3 (f) | Average Compensation Actually Paid to Non-PEO NEOs 2,5 (g) | Total Shareholder Return (h) | Prior Peer Group Total Shareholder Return (S&P 400) 7 (i) | Peer Group Total Shareholder Return (S&P 600) 7 (j) | Net Income (k) | Company- Selected Measure: Gross Revenue 8 (l) | | 2024 | $12,152,420 | $26,172,236 | - | - | $3,712,070 | $6,772,841 | $137 | $164 | $149 | $203,118,000 | $1,594,288,000 | | 2023 | $5,231,678 | $8,594,753 | - | - | $2,150,984 | $3,352,988 | $81 | $144 | $137 | $121,509,000 | $1,452,579,000 | | 2022 | $577,608 | $799,949 | $10,280,267 | ($5,735,389) | $2,450,602 | $790,615 | $61 | $123 | $118 | $142,177,000 | $1,421,901,000 | | 2021 | - | - | $8,768,059 | $2,003,203 | $2,667,749 | $1,273,508 | $92 | $142 | $141 | $127,791,000 | $1,370,598,000 | | 2020 | - | - | $7,001,341 | $10,687,663 | $2,241,571 | $1,643,342 | $101 | $114 | $111 | $72,660,000 | $1,294,322,000 |

  120. 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 2024, 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, 2022, and 2023 please see the “pay versus performance” disclosure in our 2023 and 2024 definitive proxy statements. |

  121. 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 2024, 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 2024 fiscal year. For information on the calculation of “compensation actually paid” for 2020, 2021, 2022, and 2023 please see the “pay versus performance” disclosure in our 2023 and 2024 definitive proxy statements. |