DEF 14A of Aci Worldwide, Inc., Apr 20, 2026

DEF 14A of Aci Worldwide, Inc.

Filed Apr 20, 2026 · FY20250001193125-26-162572

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: 66 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. Mr. Sanchez 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. Mr. Sanchez 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. (NASDAQ: AVT), a global electronic components distribution and technology solutions company (since 2019) |

  3. Director Nominees

    | 16 | |

  4. Director Nominees

    | Juan A. Benitez Age: 52 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 significant executive leadership and technology experience in the payments and financial services industries, including decades of experience with highly complex online systems with significant scale, availability, security and financial implications. 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 (2020-2022) • Served in various executive management roles at PayPal, a global payments company, including as Chief Technology Officer of Braintree Payments (2012-2015) 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) |

  5. Director Nominees

    | Kimberly deBeers Age: 57 Director Since: 2026 Independent Committee Memberships: Audit, Corporate Governance Other Current Public Company Boards: One Skills and Qualifications: • Executive Leadership of a Complex Business • Risk and Regulatory Experience • International Experience | Director Qualifications: Ms. deBeers joined the Board in 2026 and serves on the Audit and Corporate Governance Committees. Ms. deBeers has more than 20 years of leadership and operational experience in legal practice, advising clients on complex strategic matters. Ms. deBeers possesses deep expertise and understanding of corporate matters, including domestic and cross-border M&A, debt and capital markets, employee issues and enterprise risk assessment and management. In addition, Ms. deBeers also brings significant corporate governance experience, having advised public and private companies on a wide range of transactions and governance matters throughout her career. Ms. deBeers’ breadth of experience and perspective provides the Board with valuable insight into the Company’s business strategy, risk oversight and regulatory obligations. Professional Experience: • Partner at Skadden, Arps, Slate, Meagher & Flom LLP (multinational law firm) from 2004 until retirement in February of 2025. Other Current Public Company Boards: • Serves as a director of O’Reilly Automotive Inc. (NADAQ: ORLY) (since 2025) |

  6. Director Nominees

    | 18 | |

  7. Director Nominees

    | Todd Ford Age: 59 Director Since: 2025 Independent Committee Memberships: Audit, Compensation Other Current Public Company Boards: One Skills and Qualifications: • Executive Leadership of a Complex Business • Technology and Innovation Experience • Financial Management Experience | Director Qualifications: Mr. Ford joined the Board in 2025 and serves on the Audit and Compensation Committees. Mr. Ford brings significant financial, operational and SaaS leadership experience to the Board, including extensive expertise in supporting high-growth technology companies through periods of transformation and scale. Having served as President and CFO Emeritus of Coupa during Coupa’s $8.0 billion sale to Thoma Bravo in 2023, Mr. Ford brings significant M&A experience in the technology sector. Mr. Ford has held numerous senior executive positions, and his experience advising and investing in technology companies enhances the Board’s perspective on operational and strategic matters. Professional Experience: • Managing Director of Broken Arrow Capital, an early-stage, California-based venture capital firm • Served as President, CFO, and EVP Operations at Coupa (NASDAQ: COUP), the leading SaaS platform for business spend management (2015-2023) • Served as CFO of MobileIron (NASDAQ: MOBL), the leading mobile IT platform for enterprises to secure and manage mobile devices, applications and content (2013-2015) • Served as President (2006-2007) and CFO and EVP of Operations (2002-2006) of Rackable Systems Inc. (NASDAQ: Rack), now Hewlett Packard Enterprise, a manufacturer of computer hardware and software • Served as CEO/Founder of Ford, Cicoletti & Company, Inc., a management consulting firm that provided operational and IT services to emerging/growth stage companies (1992-1997) • Served as a director of HashiCorp Inc. (NASDAQ: HCP) • Served as a director of Performant Financial Corp (NASDAQ: PFMT) • Serves as a director of Arctic Wolf Networks, Inc. • Serves as a director of Deel, Inc. Other Current Public Company Boards: • Serves as a director of 8x8 Inc. (NASDAQ: EGHT), a global business communications platform provider (since 2019) |

  8. Director Nominees

    | Mary P. Harman Age: 56 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 asset managers across the capital raising process (since 2020) • Served as a Non-Executive Director of Blue Ocean Digital Holdings LLC |

  9. Director Nominees

    | 20 | |

  10. Director Nominees

    | Didier Lamouche Age: 66 Director Since: 2025 Independent Committee Memberships: Compensation (Chair), Corporate Governance 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. Lamouche rejoined the Board in 2025, since his previous time of service as a Director of the Company from October 2022 to June 2023. He serves as the Chair of the Compensation Committee while also serving on the Corporate Governance Committee. Mr. Lamouche brings extensive global technology leadership experience to the Board, including decades of services as a chief executive and senior operating executive at multinational technology companies. He has led organizations through periods of significant industry transformation and evolving market conditions and offers deep insight into international markets, large-scale operations and corporate strategy. Mr. Lamouche’s prior service on the Company’s Board further provides valuable institutional knowledge and familiarity with the Company’s business and governance practices. Professional Experience: • Served as President and CEO of Oberthur Technologies, then IDEMIA after its merger with Safran/Morpho, a global leader in digital identity and security solutions, (2013-2018) • Served as COO of ST-Microelectronics (2010-2013) and CEO of ST-Ericsson (2011-2013), global leaders in semiconductors and advanced chips for smartphones • Served as Chairman and CEO of Bull Group, an IT solutions company (2005-2010) • Served as Vice President of Global Semiconductor Operations at IBM (2003-2004) • Serves on the Supervisory Board of ASM International N.V. (since 2020) • Chairman of the Board of Directors of Quadient (since 2019) • Serves as a director of Adecco Group AG, a global leader in HR solutions including staffing and workforce services (since 2011) |

  11. Director Nominees

    | Katrinka B. McCallum Age: 58 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 • Technology and Innovation Experience • 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 enterprise software sector serving payments and financial services customers. Ms. McCallum has held leadership roles at several public companies: Red Hat, a leading provider of enterprise open source software solutions, Micromuse, Inc., a network and systems management software provider, and Aprisma Management Technologies, a software subsidiary of Cabletron Systems, a network computer equipment company. Ms. McCallum’s background as a Senior Auditor at Deloitte & Touche LLP and her NACD certifications and NACD chapter board service bring further valuable perspectives and insights to the Board. Professional Experience: • Former director of Rimini Street, Inc. (NASDAQ: RMNI), a global provider of end-to-end enterprise software support, products and services (2021-2024) • Served in a variety of leadership roles at Red Hat (NYSE: RHT), a leading provider of enterprise open-source solutions, including Vice President of Customer and Product Experience, VP of Product & Technology Operations and VP of Investor Relations (2007-2020) • Served as Chief Operating Officer and a director of Micromuse Inc. (NASDAQ: MUSE), 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 (NYSE: CS) (1997-2001) • Served as a Senior Auditor at Deloitte & Touche LLP (1989-1993) and earned her CPA license • Earned National Association of Corporate Directors (NACD) Directorship Certification (NACD.DC), and National Association of Corporate Directors CERT Cybersecurity Oversight Certification • Serves as a director of the National Association of Corporate Directors Research Triangle Chapter (since 2026) Other Current Public Company Boards: • Serves as a director of Intrusion, Inc. (NASDAQ: INTZ), a cybersecurity company (since 2021) |

  12. Director Nominees

    | 22 | |

  13. Director Nominees

    | Thomas W. Warsop III Age: 59 Director Since: 2015 Not Independent 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 joined the Board in 2015 and serves as the President and CEO of ACI. 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. Mr. Warsop 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. 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 (since 2024) • 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 |

  14. Director Nominees

    | Samir M. Zabaneh Age: 59 Director Since: 2021 Independent Committee Memberships: Audit (Chair), Compensation 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 Audit Committee while also serving on the Compensation 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 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. 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. Professional Experience: • Chief Executive Officer of Touch Bistro, Inc., an all-in-one point of sale and restaurant management software provider (since 2021) • 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 (since 2022) • Served as a director of AST Trust Company (2013-2021) |

  15. 2025 Director Compensation

    2025 Director Compensation The table below summarizes the compensation earned by or paid to our independent directors for the fiscal year ended December 31, 2025.

  16. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2)(3) | Total ($) | | Janet O. Estep | 68,000 | 249,999 | 317,999 | | Mary P. Harman | 83,000 | 249,999 | 332,999 | | Charles E. Peters Jr. | 98,000 | 249,999 | 347,999 | | Adalio T. Sanchez | 168,000 | 249,999 | 417,999 | | Samir M. Zabaneh | 88,000 | 249,999 | 337,999 | | Katrinka B. McCallum | 68,000 | 249,999 | 317,999 | | Juan A. Benitez | 68,000 | 249,999 | 317,999 | | Didier R. Lamouche | 17,000 | 167,023 | 184,023 | | Todd R. Ford | 17,000 | 167,023 | 184,023 |

  17. 2025 Director Compensation

    | (1) The grant date fair value of the RSUs granted to our independent directors on June 3, 2025, was $46.79 per share, the closing price on the date of grant, multiplied by the number of shares awarded, 5,343. The fair value was computed in accordance with FASB ASC Topic 718. |

  18. 2025 Director Compensation

    | (2) The grant date fair value of the RSUs granted to our independent directors on September 25, 2025, was $51.71 per share, the closing price on the date of grant, multiplied by the number of shares awarded, 3,230. The fair value was computed in accordance with FASB ASC Topic 718. |

  19. 2025 Director Compensation

    | (3) The following table sets forth each independent director’s aggregate number of stock awards (unvested RSUs) outstanding as of December 31, 2025: |

  20. 2025 Director Compensation

    | Name | Unvested Stock Awards | Aggregate Stock Option Awards | | Janet O. Estep | 5,343 | - | | Mary P. Harman | 5,343 | - | | Charles E. Peters Jr. | 5,343 | - | | Adalio T. Sanchez | 5,343 | - | | Samir M. Zabaneh | 5,343 | - | | Katrinka B. McCallum | 5,343 | - | | Juan A. Benitez | 5,343 | - | | Didier R. Lamouche | 3,230 | - | | Todd R. Ford | 3,230 | - |

  21. Pay Mix

    Pay Mix For 2025, we continued to focus on Gross Revenue Growth as our PSU metric, which we consider to be an important measure of our financial success that is largely within management’s direct control. This also provides a balanced approach to our incentive compensation as this is a different metric than is 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 and which are averaged and paid out at the end of the three years, subject to modification based on our relative total shareholder return, 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 use an Adjusted EBITDA gate, which must be met or exceeded for the PSUs to pay out.

  22. Annual Cash Incentive

    Annual Cash Incentive

  23. Annual Cash Incentive

    | CEO Short-Term Incentive Plan (“STIP”) Award Target Award of $750,000 | | | | | | | | | | | | Payout of $1,018,875 | | | | | | | | | | | | Corporate Performance: | | | | | | | | | | | | Base Salary | × | STIP Target % | = | STIP Target | × | Financial Performance Payout % | × | Individual Performance Multiplier | = | Final Payout | | $750,000 | × | 100% | = | $750,000 | × | 135.85% | × | 1.00 | = | $1,018,875 |

  24. Long-Term Incentive

    Long-Term Incentive

  25. 2025 Long-Term Incentive Awards

    2025 Long-Term Incentive Awards

  26. 2025 Long-Term Incentive Awards

    | Component | Proportion | How 2025 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 2024 Adjusted EBITDA of $462.5 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 three years for the CEO and quarterly over a three-year period for other NEOs |

  27. 2023 PSU Payout

    2023 PSU Payout

  28. 2023 PSU Payout

    | Performance period | Performance measure: | Outcome | | May 11, 2023 – February 28, 2026 | ACI’s total shareholder return relative to the S&P 400 MidCap Index over the three-year performance period. | 2023 award performance period ended in fiscal 2026 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 2025, 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. |

  31. Executive Compensation Philosophy and Practices

    | | What We Do | | • “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. | | • 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 RSU awards. | | • No Special Retirement Plans | We do not currently offer pension arrangements or retirement plans to our Named Executive Officers other than the section 401(k) retirement plan that is available to all U.S. employees, although we do provide our executives with the ability to defer a portion of their compensation to be paid at the end of their service with us. | | • No Guaranteed Bonuses | We do not provide guaranteed bonuses to our executive officers, except for new hire sign-on bonuses that help us attract key executives. | | • No Stock Option Re-Pricing | Our equity compensation plan does not permit stock options or stock appreciation rights to be repriced to a lower exercise or strike price without the approval of our stockholders. | | • No Significant Perquisites, Welfare or Health Benefits or Other Personal Benefits | Generally, our executives participate in the same benefits as provided to all of our employees. In addition, they are also eligible for an annual executive health check-up and financial planning paid for by the Company. | | • No Excise Tax Payments on Future Post-Employment Compensation Arrangements | We do not provide any excise tax reimbursement payments (including “gross ups”) with respect to payments or benefits contingent upon a change in control of the Company. | | • No Hedging or Pledging | We prohibit our employees, including our executive officers, and the non-employee members of our Board from engaging in short sales and certain derivative transactions relating to our securities. Current awards granted under our equity plans provide that they may not be sold, exchanged, assigned, transferred, pledged, encumbered, or otherwise disposed of by the grantee until they vest. |

  32. Executive Compensation Philosophy and Practices

    | | What We Do | | • No Dividends or Dividend Equivalents Payable on Unvested Equity Awards | We do not pay dividends or dividend equivalents on unvested equity awards. | | • Limited Contractual Vesting Acceleration | We have no contractual acceleration of vesting for any outstanding equity awards, except for these limited, common exceptions: death or long-term disability or retirement (or, in some cases, termination without cause or for good reason) of the recipient, or pursuant to “double trigger” change in control benefits. |

  33. Compensation Elements

    Compensation Elements Our executive compensation consists of three principal elements: base salary, an annual cash incentive compensation opportunity under the 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 2025 executive compensation program and our compensation-setting process (described below) were substantially the same for all our executives who report to our CEO.

  34. 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 critical incidents modifier that could decrease STIP funding by up to 10% based on reporting of incidents 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 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. |

  35. 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 February 2025, the Compensation Committee approved the terms of the 2025 STIP for our executive officers.

  36. 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 2024 and February 2025, the Compensation Committee reviewed the target annual cash incentive opportunities of our CEO, Former CTO, Former CFO, and former CRO and determined not to change their target annual cash incentive

  37. Annual Cash Incentive Award Opportunity Targets

    | 42 | |

  38. Annual Cash Incentive Award Opportunity Targets

    compensation as a percentage of base salary from the corresponding 2024 levels. The target annual cash incentive opportunities for our GM ACI Speedpay and GM Payment Software were increased to recognize the increased responsibilities associated with their roles. For those Named Executive Officers whose target annual cash incentive award opportunities (as percentages of base salary) were not increased, 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 2024 STIP and the 2025 STIP were as follows:

  39. Annual Cash Incentive Award Opportunity Targets

    | Named Executive Officer | 2024 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2024 Target Annual Cash Incentive Award Opportunity ($) | 2025 Target Annual Cash Incentive Award Opportunity (% of base salary) | 2025 Target Annual Cash Incentive Award Opportunity ($) | Percentage Increase over 2024 (calculated based on the dollar amount increase) | | Thomas W. Warsop III | 100% | $750,000 | 100% | $750,000 | - | | Robert Leibrock(1) | N/A | N/A | 80% | $424,000 | N/A | | Abraham Kuruvilla | 100% | $470,000 | 100% | $470,000 | - | | Ronald Shultz(2) | 60% | $228,000 | 65% | $286,000 | 25.4% | | Erich Litch(3) | 60% | $225,000 | 65% | $286,000 | 27.1% | | Scott Behrens | 100% | $515,000 | 100% | $515,000 | - | | Alessandro Silva(4) | 100% | $460,000 | 100% | $460,000 | - |

  40. Annual Cash Incentive Award Opportunity Targets

    | (1) Mr. Leibrock was hired in 2025 and did not participate in the 2024 STIP. He participated in the 2025 STIP. |

  41. Annual Cash Incentive Award Opportunity Targets

    | (2) Mr. Shultz’s 2025 amount reflects his incentive opportunity based on his new GM responsibilities. |

  42. Annual Cash Incentive Award Opportunity Targets

    | (3) Mr. Litch’s 2025 amount reflects his incentive opportunity based on his new GM responsibilities. |

  43. Annual Cash Incentive Award Opportunity Targets

    | (4) Mr. Silva’s 2024 and 2025 target annual cash incentive opportunity is composed of a combination of participation in our STIP as well as a separate sales incentive plan. For 2024 and 2025, Mr. Silva’s target opportunity under each of the 2025 STIP and the applicable sales incentive plan was 50% of his base salary. |

  44. Plan Terms – 2025 Performance Metrics

    Plan Terms – 2025 Performance Metrics The 2025 STIP provided for a funding pool based on actual performance for the period beginning on January 1, 2025, and ending on December 31, 2025, as measured based on two financial metrics (the same used in 2024):

  45. Plan Terms – 2025 Performance Metrics

    | • | Adjusted EBITDA (40% weighting) |

  46. Plan Terms – 2025 Performance Metrics

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

  47. Plan Terms – 2025 Performance Metrics

    Final payout determinations for our executive officers could have decreased STIP funding by 10% based on a critical incidents modifier. STIP payouts could have been further 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 2025 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 2025 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 stockholders and long-term success. The 2025 performance goals for the two financial performance metrics are shown below.

  48. Plan Terms – 2025 Performance Metrics

    | Adjusted EBITDA Performance(1) | Below Threshold | Threshold | Target | Max | | Adjusted EBITDA Attainment % | <96.3% | 96.3% | 100% | 105% | | Adjusted EBITDA Amount $(millions) | <462.5 | 462.5 | 480.2 | 504.2 | | Adjusted EBITDA Funding | 0% | 25% | 100% | 200% |

  49. Plan Terms – 2025 Performance Metrics

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

  50. Plan Terms – 2025 Performance Metrics

    | Revenue Net of Interchange Growth Performance(1) | Below Threshold | Threshold | Target | Max | | Revenue Net of Interchange Growth Attainment % | <93.2% | 93.2% | 100% | 103% | | Revenue Net of Interchange Growth Amount $(millions) | <1,113 | 1,113 | 1,194 | 1,230 | | Revenue Net of Interchange Growth Funding | 0% | 25% | 100% | 200% |

  51. Plan Terms – 2025 Performance Metrics

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

  52. Annual Cash Incentive Awards – 2025 Results and Payouts

    Annual Cash Incentive Awards – 2025 Results and Payouts In February 2026, the Compensation Committee certified our 2025 performance and determined the amounts to be paid under the 2025 STIP. 2025 Adjusted EBITDA was $501.5 million, which resulted in a goal attainment percentage of 104.44% (and a 188.88% payout percentage) with respect to such metric, and the 2025 Revenue Net of Interchange Growth was $1,194.66 million, which resulted in a goal attainment percentage of 100.02% (and a payout percentage of 100.51%) with respect to such metric. The combined weighted financial performance resulted in an overall STIP payout percentage of 135.85% of target. The Compensation Committee determined that it was appropriate not to decrease STIP funding by 10% as a result of our critical incidents modifier based on its assessment of the applicable results. Three of the Named Executive Officers (CEO, GM Payment Software, and Former CTO) did not receive an individual adjustment to their STIP payouts, so the corporate performance for these executives resulted in a payout of 135.85% of each of their target annual incentives to determine their final 2025 STIP payout. Three of the Named Executive Officers (CFO, Former CTO, and GM ACI Speedpay) did receive individual adjustment to their STIP payouts, including pro rata adjustments for partial year employment, so the corporate performance resulted in payouts of 75.33%, 122.27%, and 122.27%, respectively, of each of their target annual incentives to determine their final 2025 STIP payout. Three of our NEOs, CFO, Former CTO, and GM ACI Speedpay, received a modification based on individual performance and partial year employment. The payouts are shown in the table below.

  53. Annual Cash Incentive Awards – 2025 Results and Payouts

    | Named Executive Officer | 2025 Target Annual Cash Incentive Award Opportunity | 2025 Annual Cash Payout for Company Performance | Individual Performance Factor | Final Payout (% of target) | 2025 Actual Annual Cash Incentive Award Payout $ | | Thomas W. Warsop III | $750,000 | $1,018,875 | 100% | 135.85% | $1,018,875 | | Robert Leibrock(1) | $424,000 | $290,369 | 110% | 75.33% | $319,406 | | Abraham Kuruvilla | $470,000 | $638,495 | 90% | 122.27% | $574,646 | | Ronald Shultz | $286,000 | $388,531 | 90% | 122.27% | $349,678 | | Erich Litch | $286,000 | $388,531 | 100% | 135.85% | $388,531 | | Scott Behrens | $515,000 | $699,628 | 100% | 135.85% | $699,628 | | Alessandro Silva(2) | $230,000 | - | - | - | - |

  54. Annual Cash Incentive Awards – 2025 Results and Payouts

    | (1) Due to his hire date of July 1, 2025, Mr. Leibrock was eligible for a pro-rated 2025 STIP payout equal to approximately 50.4% of his annual target prior to adjustment for company and individual performance.. |

  55. Annual Cash Incentive Awards – 2025 Results and Payouts

    | 44 | |

  56. Annual Cash Incentive Awards – 2025 Results and Payouts

    | (2) Due to his departure during 2025, Mr. Silva was not eligible for a 2025 STIP payout. Mr. Silva was eligible for an annual incentive payout under a sales incentive plan. See below for details. |

  57. Sales Incentive Plan – 2025 Results and Payouts

    Sales Incentive Plan – 2025 Results and Payouts For 2025, notwithstanding his departure during the year, Mr. Silva was eligible for a payout of his award under a sales incentive plan. His target award opportunity was $230,000, which was 50% of his base salary at the beginning of 2025, 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 52% of target, or $118,823, from the sales incentive plan prior to his departure on September 30, 2025. None of the other Named Executive Officers participated in the sales incentive plan.

  58. 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 2025, the Compensation Committee granted annual long-term incentive awards to our continuing 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.

  59. Annual Equity Awards for 2025

    Annual Equity Awards for 2025 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 2025, we continued to use Gross Revenue Growth as our primary performance metric. 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 (which we are a component of) 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 we were 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 2025 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 Mr. Leibrock, his 2025 award was a new hire award that was not based on our annual grant program. Mr. Warsop’s award value includes $1.0 million based upon 2024 performance that was provided as an increased equity award value to incentivize future performance. Mr. Leibrock’s award value includes $5.5 million for forfeited incentives at his former employer. The target values of annual equity awards granted to our Named Executive Officers in 2025 were as follows:

  60. Annual Equity Awards for 2025

    | Named Executive Officer | Target Value of PSUs | Target Value of Restricted Share Unit Awards | Aggregate Target Value | Percentage Increase over 2024 | | Thomas W. Warsop III | $6,662,500 | $3,587,500 | $10,250,000 | 20.6% | | Robert Leibrock | - | $8,600,000 | $8,600,000 | N/A(1) | | Abraham Kuruvilla | $1,375,000 | $1,375,000 | $2,750,000 | 10.0% | | Ronald Shultz | $750,000 | $1,000,000 | $1,750,000 | 191.7%(2) | | Erich Litch | $875,000 | $875,000 | $1,750,000 | N/A(3) | | Scott Behrens | $1,550,000 | $1,550,000 | $3,100,000 | - | | Alessandro Silva | $750,000 | $750,000 | $1,500,000 | - |

  61. Annual Equity Awards for 2025

    | (1) Mr. Leibrock’s 2025 award was a new hire award that was not based on our annual grant program. |

  62. Annual Equity Awards for 2025

    | (2) Mr. Shultz transitioned to his new GM role on December 20, 2024. His grant above reflects an increase to his annual award based on his new GM responsibilities plus a one-time grant of $250,000 in RSUs. |

  63. Annual Equity Awards for 2025

    | (3) Mr. Litch’s 2024 award was a new hire award that was not based on our annual grant program. |

  64. PSU Awards

    PSU Awards Vesting Conditions The PSUs granted in 2025 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, retirement, 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 2024 Adjusted EBITDA of $462.5 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 up to 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, 2025 through March 1, 2028. If the relative total shareholder return performance of our common stock achieves specified performance levels, then our executive officers’ shares earned based on Gross Revenue Growth performance will be modified upwards or downwards as shown below:

  65. 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% |

  66. PSU Awards

    | 46 | |

  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 2025 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 2025 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.

  69. Prior Equity Awards

    Prior Equity Awards

  70. Performance Results for Prior Equity Awards

    Performance Results for Prior Equity 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 NEOs, only Messrs. Behrens and Silva received these rTSR awards in 2022. For the rTSR awards, we measured the Company’s total shareholder return relative to the S&P MidCap 400 Index (in which we were a member of at the time of grant) 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:

  71. Performance Results for Prior Equity Awards

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

  72. Performance Results for Prior Equity Awards

    Based on the Company’s TSR of 68.52% during the period, we ranked at the 81st percentile of the S&P MidCap 400 Index, which resulted in a 200% payout under the 2022 rTSR awards.

  73. 2023 PSU Awards

    2023 PSU Awards In 2023, we granted to our Named Executive Officers PSUs that could be earned based on the Company’s Revenue Net of Interchange Growth (60% weighting) and Net Adjusted EBITDA Margin (40% weighting) for three one-fiscal-year periods which are then subject to a multiplier of +/- 20% based on rTSR for a three-year performance period versus the S&P MidCap 400 Index. The rTSR measurement was based on the total shareholder return of our common stock relative to that of the S&P 400 MidCap Index from May 11, 2023 through the first 20 trading days of March 2026. Among the current and former Named Executive Officers, Messrs. Warsop, Shultz, Behrens, and Silva received these rTSR awards in 2023. If rTSR achieves specified performance levels, then our executive officers’ shares earned based on Revenue Net of Interchange Growth and Net Adjusted EBITDA Margin will be modified upwards or downwards as shown below:

  74. 2023 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% |

  75. 2023 PSU Awards

    If rTSR performance 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. The 2023 award performance period ended in 2026 and therefore performance will be discussed in next year’s proxy statement.

  76. 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.

  77. 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

  78. Role of Our CEO and Management Team

    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.

  79. 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 2025, the Compensation Committee continued to retain Compensia, Inc. (“Compensia”), 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 2025, representatives of Compensia regularly attended the meetings of the Compensation Committee (both with and without management present) and provided the following services: In 2025, 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 2025, 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.

  80. 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 2025 were selected in September 2024 based on their similarity to us, as determined using the following criteria:

  81. Market Data

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

  82. Market Data

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

  83. Market Data

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

  84. Market Data

    | 50 | |

  85. Market Data

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

  86. Market Data

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

  87. 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 2025 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 three companies, Fair Isaac Corp., Green Dot Corp., and PTC Inc.; we removed Fair Isaac Corp. and PTC Inc. due to market capitalization exceeding the then-current selection criteria range and Green Dot Corp. due to market capitalization falling below the then-current selection criteria range. We also added Aspen Technology, Inc., Manhattan Associates, Inc., and RingCentral, Inc. because they were within our then-current revenue and market capitalization selection criteria ranges and were considered to be appropriate business fits.

  88. 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.

  89. 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. In 2025, we expanded covered termination eligibility to include retirement, providing the same benefits as those offered in the event of death or disability. 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 2025. 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. For 2025 RSU and PSU awards, we amended our forms of award agreement to change the definition of “retirement” for purposes of 2025 PSU awards, and to provide for vesting on a qualifying retirement for 2025 RSU awards. For further information, see below under “Potential Payments Upon Termination or Change in Control.”

  90. Recent Departures

    Recent Departures Mr. Behrens ceased serving as Executive Vice President, Chief Financial Officer and Chief Accounting Officer of ACI effective July 1, 2025, but continued as an employee of ACI through December 31, 2025 under his then-current compensation structure. In connection with his retirement, Mr. Behrens was not eligible for any benefits under our severance policy or his change in control agreement. However, effective August 1, 2025, we entered into an omnibus amendment to Mr. Behrens’ RSU and PSU agreements (the “Behrens Amendment”) in order to update the retirement provisions to be consistent with the current form of equity award agreements. Under the Behrens Amendment, in exchange for Mr. Behrens’ execution of a customary release agreement containing restrictive covenants, Mr. Behrens’ outstanding equity awards were amended to provide that: (1) rather than his pre-2025 PSU awards vesting pro-rata based on actual performance upon his “retirement with ACI’s consent,” such vesting would be triggered only on a retirement that occurs at least 6 months after the grant date and at a time when he has attained 10 years of continuous employment and age plus years of continuous employment of at least 70 (a “Qualifying Retirement”); and (2) rather than being forfeited upon his retirement, his pre-2025 RSU awards (to the extent outstanding at the time) would vest in full upon a Qualifying Retirement. This treatment brought the retirement vesting terms of his pre-2025 RSU and PSU awards in line with the retirement treatment under the Named Executive Officers’ 2025 RSU and PSU awards. Mr. Silva ceased employment with ACI on September 30, 2025 as a result of the elimination of his functions. As a result, he received customary benefits under our severance policy. Mr. Kuruvilla ceased employment with ACI on January 15, 2025 and became eligible for customary benefits under our severance policy. For more information regarding the terms of these departures, see below under “Potential Payments Upon Termination or Change in Control.”

  91. 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, shares of common stock 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.

  92. 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.

  93. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table sets forth the compensation paid to, earned by or awarded to our Principal Executive Officer, each person who served as our Principal Financial Officer during the 2025 fiscal year, the next three most highly compensated executive officers who were serving in such capacity as of December 31, 2025, and one other person who ceased serving as an executive officer during 2025. We refer to the individuals included in the “summary compensation table” below collectively as our “Named Executive Officers.” No disclosures are provided Mr. Leibrock, Mr. Shultz, or Mr. Litch for the years 2023 and 2024 as they were not Named Executive Officers for such fiscal years.

  94. 2025 Summary Compensation Table

    | Name and Principle 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 | 2025 | 750,000 | - | 13,204,027 | 1,018,875 | 27,059 | 14,999,961 | | President and Chief Executive Officer | 2024 | 750,000 | - | 10,228,643 | 1,162,725 | 11,052 | 12,152,420 | | | 2023 | 2,062,500 | 325,000 | 2,308,220 | 529,870 | 6,088 | 5,231,678 | | Robert W. Leibrock | 2025 | 265,000 | - | 8,599,955 | 319,406 | 10,042 | 9,194,443 | | Chief Financial Officer | 2024 | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | | Abraham Kuruvilla | 2025 | 470,000 | - | 2,866,224 | 574,646 | 26,674 | 3,937,543 | | Chief Technology Officer | 2024 | 465,000 | 540,000 | 2,602,936 | 728,641 | 13,164 | 4,349,741 | | | 2023 | 80,205 | - | 1,600,004 | - | 144 | 1,680,353 | | Ronald C. Shultz | 2025 | 410,000 | - | 2,001,267 | 349,678 | 9,369 | 2,770,314 | | General Manager, ACI Speedpay | 2024 | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | | Erich J. Litch | 2025 | 407,500 | - | 1,823,950 | 388,531 | 9,091 | 2,629,072 | | General Manager of Payment Software | 2024 | - | - | - | - | - | - | | | 2023 | - | - | - | - | - | - | | Scott W. Behrens | 2025 | 515,000 | - | 6,485,973 | 699,628 | 37,428 | 7,738,029 | | Former Chief Financial Officer | 2024 | 515,000 | - | 3,850,679 | 798,405 | 10,560 | 5,174,644 | | | 2023 | 495,000 | - | 1,902,299 | 652,000 | 5,864 | 3,055,163 | | Alessandro Silva | 2025 | 345,000 | - | 2,189,901 | 118,823 | 8,148 | 2,661,872 | | Former Chief Revenue Officer | 2024 | 460,000 | - | 1,895,587 | 702,206 | 10,440 | 3,068,233 | | | 2023 | 440,000 | - | 1,019,076 | 446,035 | 8,173 | 1,913,284 |

  95. 2025 Summary Compensation Table

    | (1) For 2025, none of the named executive officer received a bonus. |

  96. 2025 Summary Compensation Table

    | (2) The amounts in column (e) generally 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 3 of the 2023 PSU awards. For Mr. Behrens, the amount in this column also includes the incremental fair value associated with modification to his 2023-2025 RSU 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, 2025, included in our Annual Report. With respect to PSU awards, 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 2025 PSU grants and Tranche 3 of the 2023 PSU grants) would be as follows: for Mr. Warsop, $19,233,089; for Mr. Kuruvilla, $2,982,470; for Mr. Shultz, $2,002,638; for Mr. Litch, $1,897,925; for Mr. Behrens, $5,701,155; and for Mr. Silva, $2,879,854. Mr. Leibrock was not granted PSUs during 2025. |

  97. 2025 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 only includes his sales incentive plan payments earned for 2025. |

  98. 2025 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. |

  99. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  100. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Stock Units(3) (#) | Grant Date Fair Value(3) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) 25% | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Thomas W. Warsop III | | | | | | | | | | | -2025 STIP | - | 187,500 | 750,000 | 1,500,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 66,806 | 3,587,482 | | -Performance Share Units | 2/18/2025 | - | - | - | 9,528 | 38,112 | 76,224 | - | 2,390,766 | | -Performance Share Units | 3/4/2025 | - | - | - | 31,017 | 124,069 | 248,138 | - | 7,225,779 | | Robert W. Leibrock | | | | | | | | | | | -2025 STIP | - | 106,000 | 424,000 | 848,000 | - | - | - | - | - | | -Restricted Share Units | 9/24/2025 | - | - | - | - | - | - | 82,249 | 4,299,978 | | -Restricted Share Units | 9/24/2025 | - | - | - | - | - | - | 82,249 | 4,299,978 | | -Performance Share Units | | - | - | - | - | - | - | - | - | | -Performance Share Units | | - | - | - | - | - | - | - | - | | Abraham Kuruvilla | | | | | | | | | | | -2025 STIP | - | 117,500 | 470,000 | 940,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 25,605 | 1,374,989 | | -Performance Share Units | 3/4/2025 | - | - | - | 6,401 | 25,605 | 51,210 | - | 1,491,235 | | Ronald C. Shultz | | | | | | | | | | | -2025 STIP | - | 71,500 | 286,000 | 572,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 18,621 | 999,948 | | -Performance Share Units | 2/18/2025 | - | - | - | 749 | 2,996 | 5,992 | - | 187,939 | | -Performance Share Units | 3/4/2025 | - | - | - | 3,492 | 13,966 | 27,932 | - | 813,380 | | Erich J. Litch | | | | | | | | | | | -2025 STIP | - | 71,500 | 286,000 | 572,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 16,294 | 874,988 | | -Performance Share Units | 3/4/2025 | - | - | - | 4,074 | 16,294 | 32,588 | - | 948,963 |

  101. 2025 Grants of Plan-Based Awards

    | 58 | |

  102. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares or Stock Units(3) (#) | Grant Date Fair Value(4) ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) 25% | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (l) | | Scott W. Behrens | | | | | | | | | | | -2025 STIP | - | 128,750 | 515,000 | 1,030,000 | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 28,864 | 1,549,997 | | -Modified Restricted Share Units (5) | 8/1/2025 | - | - | - | - | - | - | 51,188 | 2,085,399 | | -Performance Share Units | 2/18/2025 | - | - | - | 4,661 | 18,644 | 37,288 | - | 1,169,538 | | -Performance Share Units | 3/4/2025 | - | - | - | 7,216 | 28,864 | 57,728 | - | 1,681,039 | | Alessandro Silva | | | | | | | | | | | -2025 STIP | - | - | - | - | - | - | - | - | - | | -2025 SIC | - | - | 260,000 | - | - | - | - | - | - | | -Restricted Share Units | 3/4/2025 | - | - | - | - | - | - | 13,966 | 749,974 | | -Performance Share Units | 2/18/2025 | - | - | - | 2,497 | 9,988 | 19,976 | - | 626,547 | | -Performance Share Units | 3/4/2025 | - | - | - | 3,492 | 13,966 | 27,932 | - | 813,380 |

  103. 2025 Grants of Plan-Based Awards

    | (1) The amounts shown are possible payouts under the 2025 STIP. For 2025, Mr. Leibrock is eligible for a pro-rated STIP payment based on his start date of July 1, 2025. Mr. Silva was not eligible for a 2025 STIP due to his termination of employment. For more information regarding these awards, see “Compensation Discussion and Analysis-Compensation Elements-Annual Cash Incentive Awards.” |

  104. 2025 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 2025. The awards with a grant date of March 4, 2025 reflect the 2025 PSU awards granted to the Named Executive Officers. The awards with a grant date of February 18, 2025 reflect Tranche 3 of the PSU awards originally approved in 2023 to the Named Executive Officers (other than for Mr. Leibrock, Mr. Kuruvilla, and Mr. Litch), for which the Compensation Committee approved the applicable performance goals during fiscal 2025. 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. |

  105. 2025 Grants of Plan-Based Awards

    | (3) The awards shown in column (i) reflect RSUs granted to our Named Executive Officers in 2025, as further described above under “Compensation Discussion and Analysis-Compensation Elements-Long-Term Incentive Compensation.” |

  106. 2025 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. |

  107. 2025 Grants of Plan-Based Awards

    | (5) Represents the fair value resulting from the August 1, 2025 modification to Mr. Behrens’ 2023, 2024 and 2025 RSU awards approved by the Compensation Committee, and does not reflect a new equity award grant. For more information regarding these awards, see “Compensation Discussion and Analysis-Post-Employment Compensation Arrangements-Recent Developments.” |

  108. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 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, 2025.

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Options Awards | | | | | 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: Number 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 | 3/4/2025 | - | - | - | - | 66,806(3) | 3,193,995 | 124,069(5) | 5,931,739 | | | 3/4/2024 | - | - | - | - | 62,095(3) | 2,968,762 | 172,981(6) | 8,270,222 | | | 2/18/2025 | - | - | - | - | - | - | 38,112(7) | 1,822,135 | | | 2/23/2024 | - | - | - | - | - | - | 38,112(8) | 1,822,135 | | | 6/1/2023 | - | - | - | - | 20,522(3) | 981,157 | 38,112(9) | 1,822,135 | | Robert W. Leibrock | 9/24/2025 | - | - | - | - | 75,394 | 3,604,587 | - | - | | | 9/24/2025 | - | - | - | - | 82,249(4) | 3,932,325 | - | - | | Abraham Kuruvilla(10) | 3/4/2025 | - | - | - | - | 19,203 | 918,095 | 25,605(5) | 1,224,175 | | | 3/4/2024 | - | - | - | - | 16,305 | 779,542 | 39,136(6) | 1,871,092 | | | 11/29/2023 | - | - | - | - | 19,644(3) | 939,180 | - | - | | Ronald C. Shultz | 3/4/2025 | - | - | - | - | 13,965 | 667,667 | 13,966(5) | 667,714 | | | 3/4/2024 | - | - | - | - | 3,912 | 187,033 | 9,393(6) | 449,079 | | | 2/18/2025 | - | - | - | - | - | - | 2,996(7) | 143,239 | | | 2/23/2024 | - | - | - | - | - | - | 2,996(8) | 143,239 | | | 5/11/2023 | - | - | - | - | 4,494 | 214,858 | 2,997(9) | 143,287 | | Erich J. Litch | 3/4/2025 | - | - | - | - | 12,220 | 584,238 | 16,294(5) | 779,016 | | | 12/4/2024 | - | - | - | - | 2,215 | 105,899 | - | - | | Scott W. Behrens(11) | 3/4/2025 | - | - | - | - | 21,646 | 1,034,895 | 7,872(5) | 376,360 | | | 3/4/2024 | - | - | - | - | - | - | 30,881(6) | 1,476,421 | | | 2/18/2025 | - | - | - | - | - | - | 18,644(7) | 891,370 | | | 2/23/2024 | - | - | - | - | - | - | 18,644(8) | 891,370 | | | 5/11/2023 | - | - | - | - | - | - | 18,645(9) | 891,417 | | | 2/21/2017 | 64,000 | - | 20.12 | 6/30/2026(12) | - | - | - | - | | Alessandro Silva(13) | 3/4/2025 | - | - | - | - | - | - | 2,539(5) | 121,390 | | | 3/4/2024 | - | - | - | - | - | - | 12,808(6) | 612,350 | | | 2/18/2025 | - | - | - | - | - | - | 8,989(7) | 429,764 | | | 2/23/2024 | - | - | - | - | - | - | 8,989(8) | 429,764 | | | 5/11/2023 | - | - | - | - | - | - | 8,989(9) | 429,764 |

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

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

  111. Outstanding Equity Awards at 2025 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, 2025 (the last trading day of 2025), $47.81 per share. |

  112. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Restricted stock units granted to Mr. Warsop on June 1, 2023, March 4, 2024, and March 4, 2025, and Mr. Kuruvilla on November 29, 2023, vest in equal annual installments on the first three anniversaries of the grant date. |

  113. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) For restricted stock units granted to Mr. Leibrock on September 24, 2025, 50% vest quarterly over three years and 50% vest after three years on the anniversary of the grant date. |

  114. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) 2025 LTIP PSUs that have a performance period from March 1, 2025 through February 28, 2028 and vest, if at all, following February 28, 2028, 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. |

  115. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) 2024 LTIP PSUs that have a performance period from March 4, 2024 through February 28, 2027 and vest, if at all, following February 28, 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. |

  116. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Represents Tranche 3 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 last third of the PSU award made in fiscal 2023 for which the grant date fair value was established in fiscal year 2025 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. |

  117. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 60 | |

  118. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) 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. |

  119. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) 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 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. |

  120. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) In connection with Mr. Kuruvilla’s separation from employment with the Company on January 15, 2026, his then-outstanding and unvested RSUs were forfeited, and his PSUs became eligible to vest on a pro-rata basis based on actual performance for the full applicable performance period. |

  121. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) Mr. Behrens, former Chief Financial Officer, retired from the Company effective on December 31, 2025. As a result, all of his outstanding 2023-2025 awards vested (with his 2023 and 2024 RSUs being paid shortly thereafter and his 2025 RSUs to be paid in accordance with the original payment schedule), and all of his outstanding PSUs remain eligible to vest on a pro-rata basis (based upon number of quarters in the performance period completed as of the date of his retirement) based on actual performance for the full performance period, all in accordance with the applicable award agreements as amended effective August 1, 2025. For more information regarding these awards, see “Compensation Discussion and Analysis-Post-Employment Compensation Arrangements-Recent Developments.” |

  122. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (12) Mr. Behrens’ retirement resulted in the acceleration of the expiration date, which is 180 days from the date of termination of employment. |

  123. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (13) Mr. Silva’s employment with the Company was terminated effective on September 30, 2025. As a result, all of his outstanding RSUs were forfeited and his outstanding PSUs remain eligible to vest on a pro-rata basis (based upon the number of quarters in the performance period completed through the date of termination) based on actual performance for the full performance period, all in accordance with the terms of the original award agreements. |

  124. 2025 Option Exercises and Stock Vested

    2025 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, 2025.

  125. 2025 Option Exercises and Stock Vested

    | | Options 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 | - | - | 51,570 | 2,616,625 | | Robert W. Leibrock | - | - | 6,855 | 335,004 | | Abraham Kuruvilla | - | - | 39,091 | 1,865,068 | | Ronald C. Shultz | - | - | 16,776 | 804,803 | | Erich J. Litch | - | - | 5,182 | 248,042 | | Scott W. Behrens | 72,333 | 2,203,330 | 145,734 | 7,383,333 | | Alessandro Silva | - | - | 40,050 | 2,020,917 |

  126. 2025 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. |

  127. 2025 Nonqualified Deferred Compensation

    2025 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.

  128. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in 2025 ($) (b)(1) | Registrant Contributions in 2025 ($) (c) | Aggregate Earnings in 2025 ($) (d)(2) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Thomas W. Warsop III | - | - | - | - | - | | Robert W. Leibrock | - | - | - | - | - | | Abraham Kuruvilla | - | - | - | - | - | | Ronald C. Shultz | 61,500.00 | - | 6,661.75 | - | 68,161.75 | | Erich J. Litch | - | - | - | - | - | | Scott W. Behrens | - | - | - | - | - | | Alessandro Silva | - | - | - | - | - |

  129. 2025 Nonqualified Deferred Compensation

    | (1) The amount reported in this column was reported as “Salary” in the 2025 Summary Compensation Table. |

  130. 2025 Nonqualified Deferred Compensation

    | (2) The amount reported in this column is not reported in the 2025 Summary Compensation Table because the earnings are not above-market or preferential. |

  131. 2025 Nonqualified Deferred Compensation

    | 62 | |

  132. 2025 Nonqualified Deferred Compensation

    Potential Payments Upon Termination or Change in Control

  133. Post-Employment Compensation for Mr. Kuruvilla

    | 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 (S&P 600) 7 (j) | Net Income (k) | Company- Selected Measure: Gross Revenue 8 (l) | | 2025 | $14,999,961 | $16,790,954 | - | - | $4,821,879 | $3,438,094 | $124 | $142 | $226,658,000 | $1,759,782,000 | | 2024 | $12,152,420 | $26,172,236 | - | - | $3,712,070 | $6,772,841 | $135 | $134 | $203,118,000 | $1,594,288,000 | | 2023 | $5,231,678 | $8,594,753 | - | - | $2,150,984 | $3,352,988 | $80 | $123 | $121,509,000 | $1,452,579,000 | | 2022 | $577,608 | $799,949 | $10,280,267 | ($5,735,389) | $2,450,602 | $790,615 | $60 | $106 | $142,177,000 | $1,421,901,000 | | 2021 | - | - | $8,768,059 | $2,003,203 | $2,667,749 | $1,273,508 | $90 | $127 | $127,791,000 | $1,370,598,000 |

  134. Post-Employment Compensation for Mr. Kuruvilla

    | 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 2025, 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 2021, 2022, 2023 and 2024 please see the “pay versus performance” disclosure in our 2023, 2024, and 2025 definitive proxy statements. |

  135. Post-Employment Compensation for Mr. Kuruvilla

    | 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 2025, 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 2025 fiscal year. For information on the calculation of “compensation actually paid” for 2021, 2022, 2023, and 2024 please see the “pay versus performance” disclosure in our 2023, 2024, and 2025 definitive proxy statements. |