DEF 14A of Western Union CO
Filed Mar 31, 2025 · FY20240001206774-25-000176
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
| Executive Compensation | 51 | | 2024 Summary Compensation Table | 51 | | 2024 All Other Compensation Table | 52 | | 2024 Grants of Plan-Based Awards Table | 53 | | 2024 Outstanding Equity Awards at Fiscal Year-End Table | 55 | | 2024 Option Exercises and Stock Vested Table | 58 | | 2024 Nonqualified Deferred Compensation Table | 58 | | Potential Payments upon Termination or Change-in-Control | 59 | | Payments upon Termination or Change-in-Control Tables | 61 | | Risk Management and Compensation | 64 | | CEO Pay Ratio | 65 | | Pay Versus Performance | 66 | | Policies and Practices Related to the Timing of Grants of Certain Equity Awards | 71 | | Proposal 2—Advisory Vote to Approve Executive Compensation | 72 | | Proposal 3—Ratification of Selection of Auditors | 74 | | Equity Compensation Plan Information | 75 | | Stock Beneficially Owned by Directors, Executive Officers and Our Largest Stockholders | 76 | | Certain Transactions and Other Matters | 78 | | Delinquent 16(a) Reports | 79 | | Annex A | A-1 | | Reconciliation of Non-GAAP Measures | A-1 |
OUR DIRECTOR NOMINEES
OUR DIRECTOR NOMINEES
OUR DIRECTOR NOMINEES
| Julie M. Cameron-Doe Independent | | Martin I. Cole Independent | | Suzette M. Deering Independent | | | | Age 55 Director Since 2023 | | Age 68 Director Since 2015 | | Age 55 Director Since 2023 | | Committee(s) • Audit Committee • Compliance Committee | | Committee(s) • Compensation and Benefits Committee • Corporate Governance, ESG, and Public Policy Committee | | Committee(s) • Compensation and Benefits Committee • Compliance Committee | | | Betsy D. Holden Independent | | Jeffrey A. Joerres Independent | | Devin B. McGranahan | | | | Age 69 Director Since 2006 | | Age 65 Director Since 2015 Chair of the Board | | Age 56 Director Since 2021 | | Committee(s) • Compensation and Benefits Committee • Corporate Governance, ESG, and Public Policy Committee Chair | | Committee(s) • None | | Committee(s) • None | | | Michael A. Miles, Jr. Independent | | Timothy P. Murphy Independent | | Jan Siegmund Independent | | | | Age 63 Director Since 2006 | | Age 63 Director Since 2020 | | Age 60 Director Since 2019 | | Committee(s) • Compensation and Benefits Committee Chair • Corporate Governance, ESG, and Public Policy Committee | | Committee(s) • Audit Committee • Compliance Committee Chair | | Committee(s) • Audit Committee Chair • Compliance Committee | | | Angela A. Sun Independent | | Solomon D. Trujillo Independent | | | | | | Age 50 Director Since 2018 | | Age 73 Director Since 2012 | | | | Committee(s) • Audit Committee • Compensation and Benefits Committee | | Committee(s) • Audit Committee • Compliance Committee | | | |
OUR DIRECTOR NOMINEES
ii | The Western Union Company
OUR DIRECTOR NOMINEES
| GOVERNANCE HIGHLIGHTS (PAGE 15) |
OUR DIRECTOR NOMINEES
| ✔ Annual Election of Directors | | ✔ Proxy Access | | ✔ Majority Vote Standard in Uncontested Elections | | ✔ Stockholder Right to Call Special Meetings at 10% Ownership Threshold | | ✔ No Stockholder Rights Plan (“Poison Pill”) | | ✔ No Supermajority Voting Provisions in the Company’s Organizational Documents | | ✔ Independent Board, Except Our Chief Executive Officer (“CEO”) | | ✔ Independent Non-Executive Chair | | ✔ Independent Board Committees | | ✔ Confidential Stockholder Voting | | ✔ Board Committee Authority to Retain Independent Advisors | | ✔ Robust Codes of Conduct | | ✔ Board Committee Oversight of Environmental, Social, and Governance (“ESG”) Matters | | ✔ Robust Stock Ownership Guidelines for Senior Executives and Directors | | ✔ Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors | | ✔ Regular Stockholder Engagement |
OUR DIRECTOR NOMINEES
| CORE COMPONENTS OF 2024 EXECUTIVE COMPENSATION (PAGE 41) |
OUR DIRECTOR NOMINEES
| • Base Salary - Fixed compensation component payable in cash | | • Annual Incentive Awards - Variable compensation component payable in cash based on performance against annually established performance objectives | | • Performance-Based Restricted Stock Units (“PSUs”) - Restricted stock units vest based on the Company’s achievement of financial performance objectives, with a payout modifier based on the Company’s relative total stockholder return (“TSR”) versus the Standard & Poor’s MidCap 400 Index (“S&P MidCap 400 Index”) | | • Restricted Stock Units (“RSUs”) - RSUs vest in one-third annual increments based on continued service during the vesting period | | • Stock Options - Non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period |
OUR DIRECTOR NOMINEES
2025 Proxy Statement | iii
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (PAGE 36)
| WHAT WE DO | | ✔ Pay-for-performance and at-risk compensation. | | A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. | | ✔ Align compensation with stockholder interests. | | Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value. | | ✔ Emphasis on future pay opportunity vs. current pay. | | Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For 2024, the annual long-term equity awards comprised approximately 77% of the targeted annual compensation for our CEO and, on average, approximately 57% of the targeted annual compensation for our other NEOs. | | ✔ Mix of performance metrics. | | The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative payout modifier, which measures Company’s relative TSR versus an S&P Index. | | ✔ Stockholder engagement. | | The Compensation Committee chair and members of management engage with stockholders regularly to discuss and understand their perceptions or concerns regarding our executive compensation program. | | ✔ “Clawback” policies. | | Pursuant to the Company’s Dodd-Frank Clawback and Forfeiture Policy (the “Dodd-Frank Policy”), the Company is required to recoup certain incentive compensation from covered officers in the event of a financial restatement. In addition, the Company maintains a separate Misconduct Clawback and Forfeiture Policy (the “Misconduct Policy”) which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including time-based equity awards, from covered officers in the event the covered officer engages in compliance misconduct or detrimental conduct. | | ✔ Robust stock ownership guidelines. | | We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs). | | ✔ Include leadership, compliance and ESG metrics in compensation program. | | ✔ Multi-year vesting and/or performance periods for long-term incentive awards. | | ✔ Independent compensation consultant retained by the Compensation Committee. | | ✔ “Double trigger” severance benefits in the event of a change-in-control. | | ✔ Maximum payout caps for annual cash incentive compensation and PSUs. |
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (PAGE 36)
| WHAT WE DON’T DO | | ✘ No repricing or buyout of underwater stock options without stockholder approval. | | ✘ No change-in-control tax gross ups. | | ✘ Prohibition against pledging and hedging of Company securities by senior executives and directors. | | Please see “Summary of Corporate Governance Practices” for additional details. | | ✘ No dividends or dividend equivalents are paid on unvested or unearned PSUs or RSUs. | | ✘ No service-based defined benefit pension plan. |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
| CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience | MARTIN I. COLE | | | | | | Former Chair of the Board and Interim CEO of Cloudera, Inc. | | | | | | Age | 68 | Committee(s) | Compensation and Benefits Committee, Corporate Governance, ESG, and Public Policy Committee | | | Director Since | 2015 | | | | | Other Public Directorship | Western Digital Corporation and Sagility India Limited | | | | | PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Cole served as Chair of the Board of Magnitude Software Inc., a provider of enterprise application data integration and analytics solutions to businesses from 2020 to 2021 and served as its Interim Chief Executive Officer in 2020. Previously, Mr. Cole served as the Chair of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from 2019 to 2020, and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to that, Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has served as a director of Western Digital Corporation since 2014 and was appointed its board chair in 2025 and chairman, non-executive non-independent director of Sagility India Limited since 2022. He formerly served as director (from 2014-2020), lead independent director (from 2016-2020), and chairman (from 2019 to 2020) of Cloudera, Inc. | | | | | | EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Cole brings to the Board experience as a former chief executive and chair of the board of directors of an enterprise data cloud company and a provider of enterprise application data integration and analytics solutions, and as a former executive officer of a multinational management consulting, technology services, and outsourcing company, leading various practice groups, including: outsourcing and infrastructure; communications, media, and technology; and government services and technology. Mr. Cole also brings to the Board his experience as a member of the board of directors of a large multinational manufacturer of computer storage products and solutions. | | | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
| Financial Literacy Global Operational Experience | MICHAEL A. MILES, JR. | | | | | | Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc. | | | | | | Age | 63 | Committee(s) | Compensation and Benefits Committee Chair, Corporate Governance, ESG, and Public Policy Committee | | | Director Since | 2006 | | | | | Other Public Directorships | Portillo’s Inc. | | | | | PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Since 2013, Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity firm. Previously, he was President and Chief Operating Officer of Staples, Inc., an office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise. Mr. Miles also serves as Chair of the Board of Portillo’s Inc. | | | | | | EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Miles has experience as an executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the Board discussions. | | | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
| CEO Experience CFO Experience Financial Literacy Regulated Industry/ Government | TIMOTHY P. MURPHY | | | | | | Former President and Chief Executive Officer of Consortium Networks | | | | | | Age | 63 | Committee(s) | Compliance Committee Chair, Audit Committee | | | Director Since | 2020 | | | | | Other Public Directorships | None | | | | | PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Murphy served as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company, from 2019 through 2023. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chair of the Board of Directors for TRSS and served on the Board of Directors of Genius Group Limited from 2022 to 2023. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility until retiring from the FBI in 2011 as Deputy Director. | | | | | | EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism, and business and operational experience gained through his time as chief financial officer and chief operating officer at the FBI and as president and chief executive officer of a cybersecurity and networking company. Mr. Murphy also brings experience in intelligence collection and analysis, network analysis, and insider threat and global risk management gained during his tenure with TRSS. | | | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
| CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Global Operational Experience | JAN SIEGMUND | | | | | | Former Chief Financial Officer of Cognizant Technology Solutions Corporation | | | | | | Age | 60 | Committee(s) | Audit Committee Chair, Compliance Committee | | | Director Since | 2019 | | | | | Other Public Directorships | Marsh & McLennan Companies, Inc. | | | | | PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Siegmund served as Chief Financial Officer of Cognizant Technology Solutions Corporation, a professional services company, from 2020 through 2023. Prior to that, Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999. Mr. Siegmund currently serves on the board of directors of Marsh & McLennan Companies, Inc. | | | | | | EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Mr. Siegmund brings to the Board experience as a former chief financial officer of a professional services provider and former chief financial officer and chief strategy officer of a global provider of cloud-based human capital management solutions. | | | |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
| Financial Literacy Regulated Industry/ Government Emerging Markets Global Operational Experience | ANGELA A. SUN | | | | | | Former Chief Operations Officer & Partner, Alpha Edison | | | | | | Age | 50 | Committee(s) | Audit Committee, Compensation and Benefits Committee | | | Director Since | 2018 | | | | | Other Public Directorships | Cushman & Wakefield plc | | | | | PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Sun is an investor in early stage companies. Previously, she served as Chief Operations Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Prior to that, Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P., a privately held financial software, data, and media company, from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a non-partisan international security and defense analysis think tank in Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and served on the board of Apollo Strategic Growth Capital II from 2021 to 2023. | | | | | | EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD Ms. Sun brings to the Board substantial operations management experience and valuable insight into the technology industry. Ms. Sun also has extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also gained financial services experience at McKinsey & Company and J.P. Morgan. | | | |
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS At the 2025 Annual Meeting, all director nominees will be elected for one-year terms. The terms of each director if elected or re-elected, as the case may be, will expire at the 2026 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. See the “Board of Directors Information” section of this Proxy Statement for information concerning all nominees. The Board currently consists of eleven directors. The Company’s By-Laws require that directors be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director must exceed the number of votes cast “against” that director, with abstentions and broker non-votes not counted as cast either “for” or “against”). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. Under the Company’s By-Laws, if an incumbent director does not receive the majority of votes cast, the director will promptly tender his or her resignation to the Board of Directors. The Corporate Governance, ESG, and Public Policy Committee, or such other committee as may be designated by the Board of Directors, will make a recommendation to the Board of Directors as to whether to accept or reject the resignation of such incumbent director, or whether other action should be taken. The Board of Directors will act on the resignation, taking into account the Corporate Governance, ESG, and Public Policy Committee’s recommendation, and publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days following certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting and until his or her successor is duly elected or his or her earlier resignation or removal. In the case of a vacancy, the Board of Directors may appoint a new director as a replacement, may leave the vacancy unfilled or may reduce the number of directors on the Board. Your shares will be voted as you instruct via the voting procedures described on the Proxy Card or the Notice of Internet Availability of Proxy Materials, or as you specify on your Proxy Card(s) if you elect to vote by mail. If unforeseen circumstances (such as death or disability) require the Board of Directors to substitute another person for any of the director nominees, your shares will be voted for that other person.
ELECTION OF DIRECTORS
| THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO RE-ELECT MS. CAMERON-DOE, MR. COLE, MS. DEERING, MS. HOLDEN, MR. JOERRES, MR. MCGRANAHAN, MR. MILES, MR. MURPHY, MR. SIEGMUND, MS. SUN, AND MR. TRUJILLO, EACH TO SERVE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL HIS OR HER RESPECTIVE SUCCESSOR IS ELECTED AND QUALIFIED. |
Meetings Held in 2024: 5
| • | reviewing and making recommendations to the Board regarding severance or similar termination agreements with the Company’s CEO or to any person being considered for promotion or hire into the position of CEO; |
Meetings Held in 2024: 5
| • | approving grants and/or awards of options, restricted stock, RSUs, and other forms of equity-based compensation under the Company’s equity-based plans; |
Meetings Held in 2024: 5
| • | reviewing and recommending to the Board of Directors compensation for non-employee directors; and |
CHIEF EXECUTIVE OFFICER SUCCESSION PLANNING
| • | Reviews succession planning for the CEO on an annual basis. As part of this process, the CEO reviews the annual performance of each member of the management team with the Board and the Board engages in a discussion |
CHIEF EXECUTIVE OFFICER SUCCESSION PLANNING
| • | Maintains a confidential plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| 2024 DIRECTOR COMPENSATION | | | | | | | | FEES EARNED | STOCK | OPTION | ALL OTHER | | | | OR PAID IN | AWARDS | AWARDS | COMPENSATION | TOTAL | | NAME | CASH ($000)(1) | ($000)(2) | ($000)(3) | ($000)(4) | ($000)(5) | | Julie M. Cameron-Doe | 115.0 | 200.0 | — | — | 315.0 | | Martin I. Cole | 105.0 | 200.0 | — | 10.0 | 315.0 | | Suzette M. Deering | 105.0 | 200.0 | — | 0.5 | 305.5 | | Betsy D. Holden | 120.0 | — | 200.0 | 35.0 | 355.0 | | Jeffrey A. Joerres | 125.0 | — | 360.0 | — | 485.0 | | Michael A. Miles, Jr. | 120.0 | — | 200.0 | — | 320.0 | | Timothy P. Murphy | 135.0 | 200.0 | — | — | 335.0 | | Jan Siegmund | 130.0 | 200.0 | — | — | 330.0 | | Angela A. Sun | 115.0 | 200.0 | — | 25.0 | 340.0 | | Solomon D. Trujillo | 115.0 | 100.0 | 100.0 | — | 315.0 |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| (1) Ms. Holden and Messrs. Joerres and Miles elected to receive their annual retainer fees for 2024 in the form of equity compensation as described below under “Compensation of Directors—Equity Compensation.” |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| (2) The amounts in this column represent the value of stock units granted to directors as annual equity grants. Stock awards consist of stock units that are settled in shares of Common Stock, with a one-year vesting schedule and which may be subject to a deferral election consistent with Section 409A of the Internal Revenue Code. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“FASB ASC Topic 718”). See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| (3) The amounts in this column represent the value of stock options granted to directors as an annual equity grant. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating these amounts. |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| NAME | STOCK UNITS | STOCK OPTIONS | | Julie M. Cameron-Doe | 15,625 | — | | Martin I. Cole | 24,311 | 9,208 | | Suzette M. Deering | 19,084 | — | | Betsy D. Holden | 118,545 | 23,130 | | Jeffrey A. Joerres | 191,591 | 11,448 | | Michael A. Miles, Jr. | 166,244 | — | | Timothy P. Murphy | 18,862 | 20,084 | | Jan Siegmund | 36,276 | 79,247 | | Angela A. Sun | 49,900 | 22,620 | | Solomon D. Trujillo | 41,465 | 201,858 |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| DETERMINATION OF DIRECTOR COMPENSATION |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
The Compensation Committee is responsible for recommending to the Board the compensation of the Company’s outside directors. As part of this process, the Compensation Committee reviews the outside director compensation program annually to evaluate whether it is competitive with market practices by considering input from Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent compensation consultant, regarding the Company’s historical practices with respect to outside director compensation as well as market data for the same peer group used for determining executive compensation. Based on such review with respect to 2024, in December 2023, the Compensation Committee recommended, and the Board approved, certain adjustments to the outside director compensation levels, as described below, in order to better align with the market median of the Company’s compensation peer group.
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| EQUITY COMPENSATION |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
The 2024 outside director equity awards were granted pursuant to our 2015 Long-Term Incentive Plan (the “2015 Plan”). The purpose of these awards is to advance the interests of the Company and its stockholders by encouraging stock ownership by our outside directors and by helping the Company attract, motivate, and retain highly qualified outside directors. In 2024, all of our outside directors (other than our Non-Executive Chair) were eligible to receive an annual equity grant with a value of $200,000 for service on our Board and committees of our Board (increased from $160,000 for service during 2023). The 2024 equity grant was settled in shares of common stock and had a one-year vesting requirement, subject to pro-rata vesting for a qualifying departure from the Board. For 2024, each outside director had the choice to receive such director’s annual retainer fees described above in the form of cash, equity or a combination thereof. For 2024, each outside director had the choice to receive such director’s annual equity grant in the form (a) all stock options, (b) all RSUs, (c) a combination of 75% stock options and 25% RSUs, (d) a combination of 50% stock options and 50% RSUs, or (e) a combination of 75% RSUs and 25% stock options.
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
| • | an annual equity grant with a value of $360,000. |
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES
Our Non-Executive Chair has the choice to receive his annual retainer fee in the forms discussed above under “Compensation of Directors—Equity Compensation.” The Non-Executive Chair annual equity grant has a one-year vesting condition, subject to pro-rata vesting for a qualifying departure from the Board.
EXECUTIVE SUMMARY
| WHAT WE DO | | ✔ Pay-for-performance and at-risk compensation. A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. ✔ Align compensation with stockholder interests. Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value. ✔ Emphasis on future pay opportunity vs. current pay. Our long-term incentive awards are equity-based, use performance and multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For 2024, the annual long-term equity awards comprised approximately 77% of the targeted annual compensation for our CEO and, on average, approximately 57% of the targeted annual compensation for our other NEOs. ✔ Mix of performance metrics. The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative payout modifier, which measures Company’s relative TSR versus an S&P Index. ✔ Stockholder engagement. The Compensation Committee chair and members of management engage with stockholders regularly to discuss and understand their perceptions or concerns regarding our executive compensation program. ✔ “Clawback” policies. Pursuant to the Company’s Dodd-Frank Policy, the Company is required to recoup certain incentive compensation from covered officers in the event of a financial restatement. In addition, the Company maintains a separate Misconduct Policy which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including time-based equity awards, from covered officers in the event the covered officer engages in compliance misconduct or detrimental conduct. ✔ Robust stock ownership guidelines. We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other NEOs). ✔ Include leadership, compliance and ESG metrics in our compensation program. ✔ Multi-year vesting and/or performance periods for long-term incentive awards. ✔ Independent compensation consultant retained by the Compensation Committee. ✔ “Double trigger” severance benefits in the event of a change-in-control. ✔ Maximum payout caps for annual cash incentive compensation and PSUs. |
EXECUTIVE SUMMARY
| WHAT WE DON’T DO | | ✘ No repricing or buyout of underwater stock options without stockholder approval. ✘ No change-in-control tax gross-ups. ✘ Prohibition against pledging and hedging of Company securities by senior executives and directors. ✘ No dividends or dividend equivalents paid on unvested or unearned PSUs or RSUs. ✘ No service-based defined benefit pension plan. |
OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
| Our Executive Compensation Philosophy The Compensation Committee believes the Company’s executive compensation program should reward actions and behaviors that build a foundation for the long-term strength and performance of the Company, while also rewarding the achievement of short-term performance goals informed by the Company’s strategy. | | | Objectives | • Align executive goals and compensation with stockholder interests • Attract, retain and motivate outstanding executive talent • Pay-for-performance – Hold executives accountable and reward them for achieving financial, strategic and operating goals | | Guiding Principles | • Pay-for-Performance: Pay is significantly performance-based and at-risk, with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. • Align Compensation with Stockholder Interests: Link incentive payouts with the overall performance of the Company, including achievement of financial and strategic objectives, as well as individual performance and contributions, to create long-term stockholder value. • Stock Ownership Guidelines: Our program requires meaningful stock ownership by our executives to align them with long-term stockholder interests. • Emphasis on Future Pay Opportunity vs. Current Pay: Our long-term incentive awards are delivered in the form of equity-based compensation with multi-year vesting provisions to encourage retention. • Hire, Retain and Motivate Top Talent: Offer market-competitive compensation which clearly links payouts to actual performance, including rewarding appropriately for superior results, facilitating the hire and retention of high-caliber individuals with the skills, experience and demonstrated performance required for our Company. • Principled Programs: Structure our compensation programs considering corporate governance best practices and in a manner that is understandable by our participants and stockholders. |
COMPENSATION CONSULTANTS
COMPENSATION CONSULTANTS During 2024, Meridian continued to provide executive and director compensation consulting services to the Compensation Committee. Meridian is retained by and reports directly to the Compensation Committee and participates in committee meetings. Meridian informs the committee on market trends, as well as regulatory issues and developments and how they may impact the Company’s executive compensation program. Meridian also:
COMPENSATION CONSULTANTS
| • | Participates in the design of the executive compensation program to help the committee evaluate the linkage between pay and performance; | | • | Reviews market data and advises the committee regarding the compensation of the Company’s executive officers; |
COMPENSATION CONSULTANTS
| • | Reviews and advises the committee regarding outside director compensation; and | | • | Performs an annual risk assessment of the Company’s compensation program, as described in the “Executive Compensation—Risk Management and Compensation” section of this Proxy Statement. |
COMPENSATION CONSULTANTS
Meridian does not provide any other services to the Company. The Compensation Committee has assessed the independence of Meridian pursuant to the NYSE rules and the Company concluded that the work performed by Meridian for the Compensation Committee did not raise any conflict of interest.
SETTING 2024 COMPENSATION
Consistent with the 2023 executive compensation program, the Company’s 2024 executive compensation program continued to be significantly weighted towards performance-based compensation and included a diversified mix of long-term incentive awards. For 2024, the Compensation Committee made certain changes to the performance goals used in the executive compensation program as compared to the prior year in order to further align the incentive plans with the Company’s long-term business strategy and key growth enablers, drive greater accountability for business unit or functional outcomes and properly reward participants for Company, team and individual results. With respect to the 2024 Annual Incentive Plan, the metrics (adjusted revenue and adjusted EPS) and weightings for the financial portion of the 2024 Annual Incentive Plan remained unchanged from 2023. The strategic component of the 2024 Annual Incentive Plan used goals relating to consumer money transfer (“CMT”) customer retention, new digital customer growth and total CMT transaction growth in order to align the plan with the Company’s long-term business strategy. The business unit and compliance portion of the 2024 Annual Incentive Plan included goals relating to regional adjusted revenue and contribution profit targets (or, for non-regional specific dedicated individuals, goals relating to direct operating expenses and average achievement of regional targets), as well as compliance/enterprise risk goals. Finally, the 2024 Annual Incentive Plan retained the +/-25% individual performance modifier for participants other than the CEO with the modifier determined based on a qualitative assessment with respect to leadership and performance in areas such as customer focus, ESG, employee engagement, talent management as well as a performance against individual objectives and key performance indicators. With respect to the 2024 Long-Term Incentive Program design, the Compensation Committee approved the inclusion of a new “equity choice election” feature, which allows the Company’s Executive Vice Presidents to elect to receive their annual long-term incentive awards either in the form of (1) 50% PSUs, 30% RSUs, and 20% stock options, or (2) 60% PSUs and 40% RSUs. Both choice elections result in strong performance-based compensation; PSUs are aligned to company financial performance over a 3-year period and stock options have a long-term performance horizon aligned with shareholder outcomes. The equity choice election program also provides participants greater flexibility to align their compensation with their personal financial goals, resulting in an advantage for the Company in the competitive market for talent. The Compensation Committee otherwise largely retained the same design that was used for the 2023 Long-Term Incentive Program and, consistent with the 2023 design, financial performance for the 2024 PSUs will be measured against annual performance goals established at the beginning of each year during the performance period, with final payout determined based on the 3-year average. The Compensation Committee retained the relative TSR component which is measured at the conclusion of the 3-year vesting period and modifies the final payout, however, they approved the use of the S&P MidCap 400 Index, rather than the Standard & Poor’s 500 Index (“S&P 500 Index”).The Committee selected the S&P MidCap 400 Index, an index in which the Company is a constituent, to provide a broad index of companies to measure relative performance, with many of the constituent companies relevant to the Company’s operations and market sector. The Compensation Committee set the annual and long-term incentive targets for the 2024 executive compensation program in February 2024. The Compensation Committee believed at the time that the performance targets were rigorous yet achievable, and therefore established the targets so that they could be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2024 with respect to the annual incentive plan and successfully executed against its long-term targets during the 2024-2026 performance period. With respect to setting 2024 target compensation levels, Mr. McGranahan presented to the Compensation Committee his evaluation and recommendation for each of the other NEOs and their respective salary, annual bonus targets, and long-term incentive award targets. Mr. McGranahan based his assessments on a number of factors, including but not limited to: the scope of responsibilities; impact of the role; market data; compensation history; and internal equity. After consideration and discussion, the Compensation Committee reviewed and approved Mr. McGranahan’s 2024 recommendations for the NEOs other than himself. In setting Mr. McGranahan’s 2024 target compensation, the Compensation Committee considered market data regarding chief executive officer compensation levels provided by Meridian and a tally sheet of Mr. McGranahan’s historical and current compensation data, among other information. All members of management were excused from the portions of the Compensation Committee meeting where the independent directors of the Board determined or ratified Mr. McGranahan’s compensation.
MARKET COMPARISON
MARKET COMPARISON For 2024, the Compensation Committee considered market pay practices when setting executive compensation, but did not target percentile ranks of specific compensation elements or total target direct compensation against the market data. Instead, the committee used market data to assess the overall competitiveness and reasonableness of the Company’s executive compensation program. While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include, but are not limited to:
MARKET COMPARISON
| • | Market competition for a particular position; | | • | Experience and past performance inside or outside the Company; | | • | Role and responsibilities within the Company; | | • | Tenure with the Company and associated institutional knowledge; | | • | Long-term potential with the Company; | | • | Innovative thinking and leadership; | | • | Money transfer or financial services industry expertise; | | • | Personal performance and contributions; | | • | Succession planning; | | • | Past and future performance objectives; and | | • | Value of the position within the Company. |
MARKET COMPARISON
As further discussed below, the Compensation Committee considered market data from both an executive compensation peer group and a general industry compensation survey, but did not assign a specific weight to either data source. The Compensation Committee believes that the Company’s executive compensation peer group should reflect similar-sized companies in the markets in which the Company competes for business, executive talent and capital. Accordingly, the Company’s peer group includes companies meeting either of the following criteria:
MARKET COMPARISON
| • | Global brands providing virtual products or services; or | | • | Companies involved with payment and/or processing services. |
MARKET COMPARISON
In 2023, Meridian re-evaluated the Company’s peer group ahead of 2024 pay decisions. Based on this review, the Compensation Committee approved changes to the Company’s peer group in order to further align the peer group with the Company’s size and industry focus. The Compensation Committee approved the removal of PayPal Holdings, Inc. based on recent revenue comparisons to the Company, despite its presence in the money transfer space. The Committee also approved the addition of WEX Inc. based on comparable revenue and industry alignment. The executive compensation peer group used for evaluating 2024 compensation decisions is listed below. The Company’s revenues are between the 25th and 50th percentiles of the peer group, above the 75th percentile in terms of percentage of total revenues outside of the US, and below the 25th percentile in terms of market capitalization.
MARKET COMPARISON
| PEER GROUP | FISCAL YEAR 2023 REVENUES* (IN MILLIONS) | INTERNATIONAL BUSINESS (% OF TOTAL REVENUES OUTSIDE OF THE US) | MARKET CAP (AS OF 12/31/2023) (IN MILLIONS) | | Bread Financial Holdings, Inc. | $3,060 | ** | $1,625 | | Broadridge Financial Solutions, Inc. | $6,061 | 14% | $24,206 | | CME Group Inc. | $5,569 | ** | $75,815 | | Corpay, Inc. (formerly FLEETCOR Technologies, Inc.) | $3,758 | 43% | $20,406 | | Discover Financial Services | $9,776 | 0% | $28,107 | | eBay Inc. | $10,112 | 50% | $22,639 | | Euronet Worldwide, Inc. | $3,688 | 76% | $4,681 | | Fidelity National Information Services, Inc. | $9,821 | 22% | $35,590 | | Fiserv, Inc. | $19,093 | 15% | $79,729 | | Genpact Limited | $4,477 | 78% | $6,297 | | Global Payments Inc. | $9,654 | 19% | $33,069 | | Intercontinental Exchange, Inc. | $7,988 | 34% | $73,509 | | Jack Henry & Associates, Inc. | $2,078 | 0% | $11,901 | | MoneyGram International, Inc. | ** | ** | ** | | Nasdaq, Inc. | $6,064 | 20% | $33,545 | | Paychex, Inc. | $5,007 | 1% | $42,858 | | SS&C Technologies Holdings, Inc. | $5,503 | 31% | $15,126 | | WEX Inc. | $2,548 | 14% | $8,315 | | 25th Percentile | $3,758 | 14% | $11,901 | | 50th Percentile | $5,569 | 20% | $24,206 | | 75th Percentile | $9,654 | 39% | $35,590 |
MARKET COMPARISON
| * All data was compiled by Meridian who obtained peer company financial market intelligence from S&P Capital IQ. | | ** Data not available for this metric. In the case of MoneyGram International, Inc., data is not available due to the Company’s June 2023 acquisition. |
MARKET COMPARISON
Meridian compiled compensation information from publicly filed documents for each member of the peer group. The Compensation Committee also reviewed general industry compensation survey data for a broader perspective on market practices. Meridian provided data for companies with comparable revenues, sourced from third-party executive compensation surveys and publicly available peer group data.
Pay-For-Performance and At-Risk Compensation
Pay-For-Performance and At-Risk Compensation The principal components of the Company’s 2024 annual executive compensation program were annual base salary, annual incentive awards, and long-term incentive awards in the form of PSUs, RSUs and, depending on the NEO, stock options. The Compensation Committee designed the 2024 executive compensation program so that performance-based pay elements (Annual Incentive Plan awards, PSUs and, if applicable, stock options) would constitute a significant portion of the executive compensation awarded, determined at target levels. The following charts illustrate the mix of the targeted annual compensation for Mr. McGranahan and the average targeted annual compensation for the other NEOs, and the portion of that compensation that is performance-based and/or at-risk. For purposes of these charts, the percentage of targeted annual compensation was determined based on the annual base salary and target incentive opportunities applicable to the NEOs as of December 31, 2024.
Base Salary Annual Incentive Long-Term Incentive
Base Salary Annual Incentive Long-Term Incentive
ELEMENTS OF 2024 EXECUTIVE COMPENSATION PROGRAM
| | Fixed | | At-Risk / Performance-Based | | | | | | | | | Base Salary | | Annual Incentive Awards | | PSUs | | RSUs | | Stock Options (if applicable) | | Key Characteristics | Fixed compensation component payable in cash. | | Variable compensation component payable in cash based on performance against annually established performance objectives. | | PSUs vest based on the Company’s achievement of financial performance and operational efficiency objectives, with a payout modifier based on the Company’s relative TSR performance over a 3-year period. The value of PSUs is also dependent on our stock price over the performance period. PSUs accrue dividend equivalents, with dividend equivalents paid only to the extent the underlying shares vest. | | RSUs vest in one-third annual increments based on continued service during the vesting period. The value of RSUs is dependent on our stock price over the vesting period. RSUs accrue dividend equivalents, with dividend equivalents paid only to the extent the underlying shares vest. | | Non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire 10 years after grant and become exercisable in 25% annual increments over a four-year vesting period based on continued service during the vesting period. The value of stock options is dependent on our stock price over the option term. | | Why We Pay This Element | Establish a pay foundation at competitive levels to attract and retain talented executives. | | Motivate and reward executives for performance on key financial, strategic, business unit and compliance, and/or individual performance goals over the year. Hold our executives accountable, with payouts based on actual performance against pre-established and communicated performance goals. | | Align the interests of executives with those of our stockholders by focusing the executives on the Company’s financial, operational efficiency, and TSR performance over a multi-year performance period. Hold our executives accountable, with payouts varying from target based on actual performance against pre-established and communicated performance goals. | | Competitive with market practices in order to attract and retain top executive talent. Align the interests of executives with those of our stockholders by focusing the executives on long-term objectives over a multi-year vesting period, with the value of the award fluctuating based on stock price performance. | | Align interests of the recipients with those of our stockholders by focusing on longterm stock price appreciation over the option term. | | How We Determine Amount* | Experience, job scope, responsibilities, market data, internal equity, and individual performance. | | Internal pay equity, market practice, corporate and individual performance. Cash payouts ranging from 0% to 200% of target based on the achievement of financial and strategic goals (inclusive of an additional +/- 25% modifier for participants other than Mr. McGranahan based on individual leadership and impact as measured across areas such as customer focus, ESG, employee engagement, and talent management as well as performance against individual objectives and key performance indicators). Payouts are capped at a total of 200% of target. | | Internal pay equity, market practice and individual performance. PSUs are subject to vesting ranging from 0% to 200% of target based on revenue growth and operational efficiency goals during the performance period. The number of PSUs scheduled to vest based on our achievement will be multiplied by a payout modifier (ranging from 75% to 125%), based on the Company’s relative TSR versus the S&P MidCap 400 Index over the 2024-2026 performance period. | | Internal pay equity, market practice and individual performance. | | Internal pay equity, market practice and individual performance. |
Annual Incentive Compensation
Annual Incentive Compensation Our Annual Incentive Plan is designed to motivate and reward our NEOs for achieving short-term performance objectives. We believe the program supports our “pay-for-performance” culture. Specifically, in designing the 2024 Annual Incentive Plan, the Compensation Committee established goals designed to further align the plan with the Company’s long-term business strategy and key growth enablers, incentivize the achievement of public financial commitments, drive greater accountability for business unit or functional outcomes and properly reward participants for Company, team and individual results. Target payout opportunities under the Annual Incentive Plan are expressed as a percentage of a participant’s annual base salary. For 2024, the Compensation Committee increased Mr. McGranahan’s target bonus opportunity from 170% to 180% of base salary after considering the CEO’s contributions to the Company’s long-term business strategy, and market data regarding chief executive officer compensation in the 2024 peer group (as provided by the Compensation Committee’s independent consultant, Meridian). The Compensation Committee elected to deliver the entire increase in Mr. McGranahan’s total direct compensation for 2024 in the form of performance-based compensation in order to further motivate strong performance and further align Mr. McGranahan’s 2024 target compensation with the interests of the Company’s stockholders. None of our other NEOs received an Annual Incentive Plan target, as a percentage of base salary, increase with respect to 2024. Potential payouts ranged from 50% to 200% of target based on the achievement of pre-established financial, strategic, and business unit and compliance goals, with no payout if performance is below threshold. To measure individual performance against key objectives for the Company as well as the executive’s success in fulfilling the responsibilities of their role, the total payout under the Annual Incentive Plan for the NEOs other than Mr. McGranahan was subject to a +/- 25% modifier based on the Compensation Committee’s assessment of performance on metrics with respect to leadership impact (including customer focus, employee engagement, and ESG), and talent management as well as a performance with respect to individual objectives and key performance indicators. In addition to the specific ESG metrics included in the program, the Compensation Committee believes the compliance and leadership metrics support key ESG initiatives for the Company. Payouts for the NEOs were capped at 200% of each individual’s target bonus opportunity. The Annual Incentive Plan was based on the achievement of financial, strategic, and business unit and compliance goals weighted 50%, 30%, and 20%, respectively. The weighting of the performance measures reflects the desire of the Compensation Committee to tie a significant portion of annual incentive compensation to performance measures that the committee believes are meaningful to and readily accessible by our investors, while at the same time emphasizing strategic performance objectives focused on the Company’s growth imperatives and execution of its long-term strategic plan and compliance objectives. Financial Performance and Goal Setting. The Compensation Committee set the annual incentive targets for the 2024 Annual Incentive Plan in February 2024. Participants in the 2024 Annual Incentive Plan had 50% of their award opportunity allocated to the achievement of pre-established financial performance objectives. Consistent with the 2023 Annual Incentive Plan, for 2024, the financial component of the 2024 Annual Incentive Plan measured performance based on adjusted revenue and adjusted EPS targets, weighted 40% and 60%, respectively. The purpose of this design was to focus on performance measures aligned with the Company’s long-term strategy and measures viewed as meaningful to and readily accessible by our investors. The Compensation Committee believed at the time that the performance targets were rigorous yet achievable, and therefore established the targets so that they could be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2024. In addition, the 2024 annual incentive targets were set based on publicly announced 2024 financial projections. At the time the targets were set, they were designed to be challenging based on the operating environment and projections at the time, but achievable with the successful execution of our operating strategy.
Annual Incentive Compensation
| | 2024 TARGET* | 2024 INCENTIVE RESULTS | ACHIEVEMENT (%) | WEIGHTED ACHIEVEMENT (%) | | Adjusted Revenue Growth (40%) | (4)% | (3)% | 123% | 25% | | Adjusted EPS (60%) | $1.70 | $1.74 | 136% | 41% | | Financial Performance Achievement | | | | 66% | | (50% of total award) | | | | |
Annual Incentive Compensation
| * 2024 target and actual results for adjusted revenue growth exclude Argentina inflation and Business Solutions revenue and are shown on a constant currency basis, calculated assuming no changes in the currency exchange rates from 2023 currency exchange rates. 2024 target and actual results for adjusted EPS exclude special items, such as acquisition and separation costs; amortization and impairment of acquisition-related intangible assets; severance and other expenses from our operating expense redeployment program; Russia asset impairments, termination costs, and currency remeasurement; and the income tax impact of these and other tax adjustments. When the financial performance measures were established, the Compensation Committee determined that the foregoing items should be excluded from both the establishment of goals as well as the determination of payout calculations, to more closely align with the underlying operating performance of the business. The performance curve provided payout opportunities for performance ranging from (7)% to 1% for adjusted revenue growth and $1.65 to $1.82 for adjusted EPS. |
Annual Incentive Compensation
As described above, the Compensation Committee set the 2024 financial performance goals by establishing payout ranges based on the Company’s revenue and EPS. The Compensation Committee established the performance goals and corresponding payout percentages based upon input from management regarding the Company’s expected performance in the upcoming year and considering the Company’s long-term strategy. The Compensation Committee designed the goals to encourage strong, focused performance by our executives, with the intention of encouraging profitable revenue growth while placing an emphasis on EPS. The 2024 performance goals provided a maximum initial payout level of 200% of target if adjusted revenue grew by 1% as compared to 2023 adjusted performance and adjusted EPS was equal to or greater than $1.82. Strategic Performance and Goal Setting. Participants in the 2024 Annual Incentive Plan had 30% of their award opportunity allocated to the achievement of pre-established performance objectives based upon the Company’s strategic operating plan. The 2024 Annual Incentive Plan provided for three strategic performance objectives (CMT customer retention, new digital customer growth, and total CMT transaction growth), each weighted at 10% of the applicable NEO’s total award opportunity. These measures drive sustainable business through transaction growth. The strategic performance objectives were designed to be achievable, but required the coordinated, cross-functional focus and effort of the executives. Based on the achievement of the strategic performance objectives, the Compensation Committee certified an achievement level of 63% and a weighted payout equal to 19% of each NEO’s target allocated to the strategic performance objectives. Business Unit and Compliance Performance and Goal Setting. In order to emphasize regional and functional accountability and compliance as a continued priority throughout the organization, participants in the 2024 Annual Incentive Plan had 20% of their award opportunity allocated to the achievement of pre-established regional adjusted revenue and contribution profit targets or, for non-regional specific dedicated individuals, direct operating expenses and average achievement of regional targets, as well as compliance/enterprise risk goals. Performance levels of the objectives were designed to be achievable, but required the coordinated, cross-functional focus and effort of the executives. Based on the achievement of the business unit and compliance objectives, the Compensation Committee certified a weighted payout ranging from 17% to 26% (on an unweighted basis, achievement between 85% and 130%) of each NEO’s target allocated to the business unit and compliance performance objectives. Individual Performance Modifier and Goal Setting. Other than for Mr. McGranahan, each NEO’s payout under the 2024 Annual Incentive Plan was subject to a +/- 25% modifier based on the Compensation Committee’s assessment of individual performance. In making its assessment, the Compensation Committee considered the recommendations of Mr. McGranahan based on his review of the performance of each NEO against the objectives established by the Compensation Committee at the beginning of the year with respect to the individual performance modifier. For 2024, the application of the individual performance modifier was determined based on performance with respect to individual leadership impact (as measured across areas such as customer focus, employee engagement, ESG, talent management as well as a performance assessment with respect to individual objectives and key performance indicators). The Compensation Committee believes that the performance objectives established for the individual performance modifier are indicators of our executives’ success in fulfilling their responsibilities to the Company, supporting the Company’s strategic operating plan and executing on key Company initiatives. The performance required to receive a positive adjustment under the individual performance modifier was designed to be achievable, but required strong and consistent performance by the executive. Based on the Compensation Committee’s assessment of individual and business unit performance, the committee approved individual performance modifiers for certain of the NEOs ranging from (10)% to 20%. Compliance Evaluation. The 2024 award agreements under the Annual Incentive Plan are subject to the Company’s Misconduct Clawback and Forfeiture Policy, which specifically authorizes the clawback of annual incentive payments due to compliance failures. In early 2025, the Compensation Committee determined that each NEO met the compliance-related evaluation criteria and therefore determined that each NEO remained eligible for a bonus with respect to 2024. NEO Payouts Under the 2024 Annual Incentive Plan. The following table sets forth each NEO’s 2024 target award opportunity expressed (i) as a percentage of 2024 base salary and (ii) in dollars and the annual incentive payouts received by each NEO.
Annual Incentive Compensation
| EXECUTIVE | TARGET BONUS AS A % OF BASE SALARY | TARGET AWARD OPPORTUNITY ($000) | FINAL BONUS ($000) | | Devin McGranahan | 180% | 1,800.0 | 1,890.0 | | Matt Cagwin | 100% | 575.0 | 621.0 | | Andrew Walker | 90% | 495.0 | 454.4 | | Benjamin Adams | 90% | 405.0 | 449.6 | | Giovanni Angelini* | 100% | 454.7 | 589.3 |
Annual Incentive Compensation
| * In October 2024, Mr. Angelini’s salary was increased. The target amounts reported in this table reflect his prorated target award opportunity for the year. |
Long-Term Incentive Compensation
Long-Term Incentive Compensation The objectives for the long-term incentive awards for 2024 were to:
Long-Term Incentive Compensation
| • | Align the interests of our executives with the interests of our stockholders by focusing on objectives that support stock price appreciation and building a sustainable business for our stockholders; | | • | Increase cross-functional executive focus in the coming years on Company performance through PSU awards with vesting tied to the achievement of absolute performance goals; | | • | Continue executive focus on stockholder returns through the use of a relative TSR payout modifier; and | | • | Retain the services of executives through multi-year vesting provisions. |
Long-Term Incentive Compensation
The Company’s stockholder-approved long-term incentive plans allow the Compensation Committee to award various forms of long-term incentive grants, including stock options, RSUs, and performance-based equity and cash awards. The Compensation Committee approves all equity grants made to our senior executives, with the equity grants made to the CEO ratified by the independent members of the Board. In addition to the factors listed in the table under “Elements of 2024 Executive Compensation Program,” the Compensation Committee also considers dilution of the Company’s outstanding shares when making equity grants. 2024 Annual Long-Term Incentive Awards. In early 2024, the Compensation Committee approved the NEOs long-term incentive targets under the 2024 Long-Term Incentive Program. The long-term incentive targets establish a general baseline for the grants to the NEOs, with the Compensation Committee retaining discretion to make adjustments to reflect performance, expanded responsibilities as well as other factors deemed relevant by the Compensation Committee. The Compensation Committee did not approve LTI target value adjustments for any of the NEOs as compared to 2023; however, when ultimately approving the 2024 actual LTI grant values, the Compensation Committee adjusted actual grant amounts to reflect individual performance, expanded responsibilities and incentive factors. Specifically, for 2024, the Compensation Committee determined to increase Mr. Cagwin’s 2024 LTI grant value by $225,000 as compared to his target value to reflect performance as well as his expanded role. In addition, Mr. Angelini’s 2024 LTI grant value was increased by $200,000 as compared to his target value in connection with his expanded scope of responsibilities. With respect to Mr. McGranahan, the Compensation Committee approved a grant value $1,500,000 above target, delivered entirely in the form of stock options, in recognition of the CEO’s impact on the Company’s long-term business strategy, to incentivize actions that focus on long-term share price performance and further align Mr. McGranahan’s total compensation with relevant benchmarking data, as provided by the Company’s independent consultant, Meridian. Rather than allocate the above-target award to the same mix as the annual grants, the Compensation Committee awarded the increased grant value for Mr. McGranahan in the form of stock options, which the Compensation Committee views to be performance-based compensation due to the fact that value will only be realized upon sustained increases to the Company share price following vesting. In February 2024, in order to provide executives the opportunity for increased shareholder alignment combined with personal flexibility, the Compensation Committee approved the introduction of a new “equity choice election” feature to the 2024 long-term incentive award program. The “equity choice election” feature allows the Company’s Executive Vice Presidents to elect to receive their long-term incentive awards either in the form of (1) 50% PSUs, 30% RSUs, and 20% stock options, or (2) 60% PSU and 40% RSUs. Both choice elections result in strong performance- based compensation; PSUs are aligned to company financial performance over a 3-year period and stock options have a long-term performance horizon aligned with shareholder outcomes. The equity choice election program also provides participants with greater flexibility to align their compensation with their personal financial goals, resulting in an advantage for the Company in the competitive market for talent. For 2024, Messrs. Cagwin, Adams, and Angelini each elected to receive their 2024 long-term incentive awards in the form of PSUs, RSUs, and stock options. The table sets forth the target award value and actual grant value, as of the date of grant, of the 2024 long-term incentive awards received by each NEO.
Long-Term Incentive Compensation
| EXECUTIVE | 2024 LTI TARGET VALUE ($000) | 2024 LTI ACTUAL VALUE ($000) | | Devin McGranahan | 9,500.0 | 11,000.0 | | Matt Cagwin | 2,150.0 | 2,375.0 | | Andrew Walker | 1,200.0 | 1,100.0 | | Benjamin Adams | 1,060.0 | 1,060.0 | | Giovanni Angelini | 800.0 | 1,000.0 |
Long-Term Incentive Compensation
For the Company’s Executive Vice Presidents, the 2024 LTI grant value was then allocated among PSUs, RSUs and stock options, as elected. In 2024, the Compensation Committee granted the long-term incentive allocation indicated below to each of the NEOs, with Messrs. McGranahan, Cagwin, Adams, and Angelini receiving a combination of PSUs, RSUs and stock options and Mr. Walker receiving a combination of PSUs and RSUs:
CEO 2024 LONG-TERM INCENTIVE AWARDS
CEO 2024 LONG-TERM INCENTIVE AWARDS Revenue growth and operational efficiency goals during a 3-year performance period with a modifier based on the Company’s TSR performance relative to the S&P MidCap 400 Index measured over the same period
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS Revenue growth and operational efficiency goals during a 3-year performance period with a modifier based on the Company’s TSR performance relative to the S&P MidCap 400 Index measured over the same period The Compensation Committee believes that the long-term incentive mix that the Company offers is appropriate for each NEO because it is designed to align the interests of our NEOs with the interests of our stockholders, drive long-term performance with respect to strategic measures, support retention of our NEOs and align with market practices as reported by Meridian. The Compensation Committee believes that the Company’s long-term incentive design also represents a balanced reflection of stockholder returns and financial performance. 2024 PSU Awards. The 2024 PSUs will vest based on performance against goals with respect to (i) adjusted revenue growth (measured on a constant currency basis, and excluding the impact of Argentina inflation and material acquisitions and dispositions), weighted 50%, (ii) Consumer Services segment adjusted revenue growth (measured on a constant currency basis, and excluding the impact of Argentina inflation), weighted 25%, and (iii) operational efficiency (evaluated based on cost savings as compared to 2023), weighted 25%. Consistent with the 2023 PSUs, the 2024 PSUs include an overall +/- TSR payout modifier, with the number of PSUs scheduled to vest based on the Company’s revenue and capital efficiency performance multiplied by a payout modifier ranging from 75% to 125%, determined based on our TSR relative to the S&P MidCap 400 Index and subject to a maximum payout of 200% of target. Beginning with the 2024 PSUs, the Compensation Committee replaced the S&P 500 Index with the S&P MidCap 400 Index for purposes of applying the TSR modifier, as the S&P MidCap 400 Index included the Company as well as a sufficient number of companies deemed relevant to our operations and market sector and provide a good representation of the Company’s performance versus the broader market. For 2024 and consistent with the 2023 design, the Compensation Committee approved a PSU design that will measure financial performance annually during each year of the three-year performance period, with each performance year equally weighted, the goals for each year established at the beginning of each of the three years in the performance period and the payout based on an average of the performance during each year over the three-year performance period. The TSR payout modifier will be determined based on a three-year performance period and the PSUs will remain subject to a full three years of stock price fluctuations as the awards do not vest until the third anniversary of the grant date (February 2027), except as otherwise provided under the Company’s Executive Severance Policy or the 2015 Plan and related award agreement. For the first year of the three-year performance period, the Compensation Committee required adjusted revenue growth compared to prior year of (4)%, Consumer Services adjusted revenue growth compared to prior year of 12%, and operational efficiency savings of $45M in order to achieve target level performance for each of the performance goals with respect to the portion of the PSUs allocated to the first year of the three-year performance period. The adjusted revenue growth target of (4)% reflected the Compensation Committee’s consideration of a change in monetary policy by the Central Bank of Iraq in 2023, which had increased the demand for the Company’s services in that region during 2023. The adjusted revenue, Consumer Services adjusted revenue, and operational efficiency goals were certified (on a weighted basis) at 62%, 34%, and 33%, respectively, of target achievement, resulting in 129% of the portion of the 2024 PSUs attributable to the first year of the three-year performance period becoming eligible for vesting. With respect to the TSR payout modifier, relative TSR results between the 25th and 75th percentiles of the S&P MidCap 400 Index will be interpolated linearly (i.e., +/- 1% change from the 50th percentile), such that relative TSR results for 50th percentile performance will not result in the application of any TSR modifier (whereas relative TSR results for 60th percentile performance would result in the application of 110% of the TSR payout modifier). The Compensation Committee approved the use of adjusted revenue growth, Consumer Services adjusted revenue growth, and operational efficiency in conjunction with the TSR modifier in order to place an emphasis on absolute Company performance and growing non-money transfer revenue and driving cost efficiencies while aligning to stockholder interests. The Compensation Committee utilized revenue as an element in both the Company’s Annual Incentive Plan and long-term incentive program. When designing the Company’s 2024 executive compensation program, the Compensation Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Meridian. Based on such review, the Compensation Committee determined that while revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation and should remain a component in both the Annual Incentive Plan and long-term incentive program, the 2024 Long-Term Incentive Program should also be designed to focus management on building a sustainable business for our stockholders by incorporating performance goals which promote cost savings through operational efficiencies as well as non-transactional money transfer revenue. The following table sets forth each NEO’s threshold, target and maximum award opportunity with respect to the 2024 PSU awards:
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| | 2024 PSU WITH TSR MODIFIER AWARD OPPORTUNITY | | | | EXECUTIVE | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | Devin McGranahan | 222,657 | 445,313 | 890,626 | | Matt Cagwin | 46,387 | 92,774 | 185,548 | | Andrew Walker | 25,782 | 51,563 | 103,126 | | Benjamin Adams | 20,704 | 41,407 | 82,814 | | Giovanni Angelini | 19,532 | 39,063 | 78,126 |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
RSU Awards. Service-vesting RSUs are granted to our NEOs to support retention and alignment of our NEOs’ interests with the interests of our stockholders. The 2024 RSU grants vest in one-third annual increments, subject to the NEO’s continued service or as otherwise provided for under the Company’s Executive Severance Policy or the 2015 Plan and related award agreement. The following table sets forth each NEO’s 2024 RSU award:
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| EXECUTIVE | 2024 RSU AWARD (#) | | Devin McGranahan | 148,438 | | Matt Cagwin | 55,665 | | Andrew Walker | 34,375 | | Benjamin Adams | 24,844 | | Giovanni Angelini | 23,438 |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
Stock Option Award. With respect to Mr. McGranahan, stock options were granted to further emphasize the achievement of long-term objectives and encourage long-term value creation as the stock options will have value to Mr. McGranahan only if the Company’s stock price appreciates from the date of grant. In addition, Messrs. Cagwin, Adams, and Angelini each elected to receive a portion of their long-term incentive awards in the form of stock options. In each case, the stock options have a 10-year term and vest in 25% annual increments over four years, subject to the NEO’s continued service or as otherwise provided for under the Company’s Executive Severance Policy or the 2015 Plan and related award agreement. The following table sets forth, as applicable, each NEO’s 2024 stock option award:
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| EXECUTIVE | 2024 STOCK OPTION AWARD (#) | | Devin McGranahan | 2,297,298 | | Matt Cagwin | 320,946 | | Benjamin Adams | 143,244 | | Giovanni Angelini | 135,136 |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
2022 PSU Awards. Under the terms of the 2022 PSUs, 2024 represented the final year of the three-year performance period. The 2022 PSUs were scheduled to vest based on performance against (i) revenue growth goals, measured on a constant currency basis and excluding the impact of Argentina inflation and material acquisitions and dispositions (weighted 100% for the first and second years of the three-year performance period and 50% for the third year of the three-year performance period), (ii) Consumer Services segment adjusted revenue growth (measured on a constant currency basis and excluding the impact of Argentina inflation) (weighted 25% for the third year of the three-year performance period), and (iii) operational efficiency (evaluated based on cost savings) (weighted 25% for the third year of the three-year performance period), with a +/- TSR payout modifier for TSR relative to the S&P 500 Index over the full three-year performance period and subject to a maximum payout of 200% of target. The 2022 PSU performance objectives and the achievement levels are set forth in the tables below. While the performance periods for the 2022 PSUs concluded as of December 31, 2024, these awards remained subject to service-based vesting conditions until the third anniversary of the grant date (February 2025 or, in the case of Messrs. Walker and Cagwin, April 2025 and August 2025, respectively).
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| 2022 PSUs (PERFORMANCE PERIOD 2022-2024) | | | | PERFORMANCE OBJECTIVES* | TARGET PERFORMANCE GOALS** | ACTUAL PERFORMANCE*** | | Revenue growth (comparing 2022 adjusted performance against 2021 adjusted performance) | Adjusted revenue growth rate: 1.7% to 2.3% | Actual performance: (2.9)% Actual attainment: 0% | | Revenue growth (comparing 2023 adjusted performance against 2022 adjusted performance) | Adjusted revenue growth rate: (1.0)% to 1.0% | Actual performance: (2.6)% Actual attainment: 92% | | Revenue growth (comparing 2024 adjusted performance against 2023 adjusted performance) (weighted 50%) Consumer services revenue growth (comparing 2024 adjusted performance against 2023 adjusted performance) (weighted 25%) Operational efficiencies (weighted 25%) | Adjusted revenue growth rate: (4)% Consumer services adjusted revenue growth rate: 12% Operational efficiencies: $45M | Actual performance - Adjusted revenue growth rate: (3.0)% - Consumer services adjusted revenue growth rate: 15.0% - Operational efficiencies: $60M Actual attainment: 129% | | Overall Attainment Level 74% | | |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| * Each year equally weighted at 33.3% in determining the overall attainment level. | | ** Target performance goals represents the levels at which executives are paid 100% of the target number of shares subject to the award. | | *** At constant currency, calculated assuming no changes in the currency exchange rates from the prior year’s currency exchange rates. Excludes Argentina inflation. Pursuant to the terms of the underlying award agreements, the Compensation Committee excluded from the 2022 PSU payout calculations the impact of Russia/Belarus revenues from the adjusted revenue growth rate for the first performance period (comparing 2022 adjusted performance against 2021 adjusted performance), the impact of Iraq revenues, net of investment, from the adjusted revenue growth rate for the second performance period (comparing 2023 adjusted performance against 2022 adjusted performance), and the impact of Business Solutions revenues from the adjusted revenue growth rate for all three performance periods. |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| 2022 PSUs TSR MODIFIER (PERFORMANCE PERIOD 2022-2024) | | | | | | | PERFORMANCE GOALS | | | | | PERFORMANCE OBJECTIVE | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | | TSR relative to S&P 500 Index* | 25th percentile | 50th percentile | 75th percentile | 13th percentile | | Overall PSU Payout 55% | | | | |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| * Relative TSR performance for purposes of the 2022 PSUs was calculated based on the terms of the 2022 PSU award agreement, which requires using a beginning stock price calculated as the average company closing stock price for all trading days during December 2021 and an ending stock price calculated as the average company closing stock price for all trading days during December 2024. In determining the TSR for the companies in the S&P 500 Index, the S&P companies comprising the S&P 500 Index on December 31, 2024 were used. |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
Based on performance over the three-year performance period, as described above, the 2022 PSUs vested as follows for each of the participating NEOs:
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| EXECUTIVE* | 2022 TARGET PSUs (#) | 2022 EARNED PSUs (#) | | Devin McGranahan | 257,788 | 141,784 | | Matt Cagwin | 15,272 | 8,402 | | Andrew Walker | 31,679 | 17,424 | | Giovanni Angelini | 19,701 | 10,836 |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
| * Mr. Adams did not receive 2022 PSUs. |
OTHER NEO 2024 LONG-TERM INCENTIVE AWARDS
2023 PSU Awards. Under the terms of the 2023 PSUs, 2024 represented the second year of the three-year performance period. The 2023 PSUs are scheduled to vest based on performance against (i) revenue growth goals, measured on a constant currency basis and excluding the impact of Argentina inflation and material acquisitions and dispositions (weighted 50%), (ii) Consumer Services adjusted revenue growth (based on all non-transactional money transfer, measured on a constant currency basis and excluding the impact of Argentina inflation) (weighted 25%), and (iii) operational efficiency (evaluated based on cost savings) (weighted 25%), with a +/- TSR payout modifier for TSR relative to the S&P 500 Index and subject to a maximum payout of 200% of target. Based on 2024 performance, the Company experienced a decrease in adjusted revenue of 3%, Consumer Services adjusted revenue growth compared to the prior year of 15%, and operational efficiency savings of $60M, resulting in 129% of the portion of the 2023 PSUs attributable for the second year of the three-year performance period becoming eligible for vesting based on the NEO’s continued service through February 2026.
Other Elements of Compensation
| BENEFIT OR PERQUISITE | NAMED EXECUTIVE OFFICERS | OTHER OFFICERS AND KEY EMPLOYEES | ALL FULL-TIME AND REGULAR PART-TIME EMPLOYEES | | 401(k) Plan | ✔ | ✔ | ✔ | | Supplemental Incentive Savings Plan (a nonqualified defined contribution plan) | ✔ | ✔ | | | Severance and Change-in-Control Benefits (Double-Trigger) | ✔ | ✔ | ✔ | | Health and Welfare Benefits | ✔ | ✔ | ✔ | | Limited Perquisites | ✔ | ✔ | |
Other Elements of Compensation
Severance and Change-in-Control Benefits. The Company has an Executive Severance Policy for our executive officers. The Executive Severance Policy helps accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent. The Compensation Committee believes it is appropriate to provide executives with the rewards and protections afforded by the Executive Severance Policy. This policy reduces the need to negotiate individual severance arrangements with departing executives and protects our executives from termination for circumstances not of their doing. The Committee also believes the Executive Severance Policy promotes management independence and helps retain, stabilize, and focus the executive officers in the event of a change-in-control. In the event of a change-in-control, the Executive Severance Policy’s severance benefits are payable only upon a “double trigger.” This means that severance benefits are triggered only when an eligible executive is involuntarily terminated (other than for cause, death, or disability), or terminates his or her own employment voluntarily for “good reason” (including a material reduction in title or position, reduction in base salary or bonus opportunity or an increase in the executive’s commute to his or her current principal working location of more than 50 miles without consent) within 24 months after the date of a change-in-control. Severance benefits under this policy are conditioned upon the executive executing an agreement and release that includes, among other things, non-solicitation and non-competition restrictive covenants and a release of claims against the Company. Our executive officers are also entitled to severance amounts if required to comply with local law, with the amounts paid under local law coordinated with and offsetting any amounts payable under the Executive Severance Policy. Please see the “Executive Compensation—Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement for further information regarding the Executive Severance Policy, including the treatment of awards upon qualifying termination events or a change-in-control. Employment Arrangements. The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Executive Severance Policy, will apply as warranted. Under certain circumstances, the Compensation Committee recognizes that special arrangements with respect to an executive’s employment may be necessary or desirable. For example, Mr. Angelini and a subsidiary of the Company are parties to an employment contract with respect to Mr. Angelini’s employment with the Company. Employment contracts are a competitive market practice in Italy where Mr. Angelini resides, and the Compensation Committee believes the terms of this contract are consistent with those for similarly situated executives in Italy. The terms of Mr. Angelini’s employment contract provide for (i) eligibility to participate in an annual incentive program and long-term incentive program and (ii) eligibility to participate in retirement, health, and welfare benefit programs on the same basis as similarly situated employees in this location. The employment contract with Mr. Angelini also includes non-competition, non-solicitation, and confidentiality provisions. Retirement Savings Plans. The Company executives on U.S. payroll are eligible for retirement benefits through a qualified defined contribution 401(k) plan, the Incentive Savings Plan, and a nonqualified defined contribution plan, the Supplemental Incentive Savings Plan (“SISP”). The SISP provides a vehicle for additional deferred compensation with contributions from the Company. We maintain the Incentive Savings Plan and the SISP to encourage our employees to save some percentage of their cash compensation for their eventual retirement. The Compensation Committee believes that these types of savings plans are consistent with competitive pay practices, and are an important element in attracting and retaining talent in a competitive market. Please see the 2024 Nonqualified Deferred Compensation Table in the “Executive Compensation” section of this Proxy Statement for further information regarding the Company’s retirement savings plans. Retention Arrangement. In October 2024, the Compensation Committee granted Mr. Angelini a one-time retention award in the form of RSUs with a grant date fair market value of $150,000. Consistent with the design of the 2024 RSU awards, this retention grant vests in one-third annual increments, subject to Mr. Angelini’s continued service or as otherwise provided for under the Company’s Executive Severance Policy or the 2024 Long-Term Incentive Plan (the “2024 Plan”). This grant was made in recognition of his service with respect to the MEPA region for 2024. Benefits and Perquisites. The Company’s global benefit philosophy for employees, including executives, is to provide a package of benefits consistent with local practices and competitive within individual markets. While employed with the Company, each of our NEOs participates in the health and welfare benefit plans and fringe benefit programs generally available to all other Company employees in the individual market in which they are located. The Company provided its NEOs with limited, yet competitive perquisites and other personal benefits that the Compensation Committee believes are consistent with the Company’s philosophy of attracting and retaining exemplary executive talent and, in some cases, such as the annual physical examination, the Company provides such personal benefits because the Compensation Committee believes they are in the interests of the Company and its stockholders. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs. Based on a comprehensive security assessment conducted by an independent security firm, the Board of Directors advised Mr. McGranahan to utilize the Company’s leased aircraft for personal travel at the Company’s expense. The Company believes that the costs of this aircraft use are appropriate and necessary based on its security assessment. Occasionally, Mr. McGranahan’s spouse or other guests accompanied him on corporate aircraft when the aircraft was already scheduled for business purposes and could accommodate additional passengers. In certain of those cases, there was no additional aggregate incremental cost to the Company and, as a result, no amount is reflected with respect to those cases in the “2024 All Other Compensation Table.”
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
2024 SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($000)(1) | BONUS ($000)(2) | STOCK AWARDS ($000)(3) | OPTION AWARDS ($000)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($000)(4) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($000) | ALL OTHER COMPENSATION ($000)(5) | TOTAL ($000) | | Devin McGranahan President and Chief Executive Officer | 2024 | 1,000.0 | — | 6,802.8 | 3,400.0 | 1,890.0 | — | 179.9 | 13,272.7 | | | 2023 | 1,000.0 | — | 5,033.4 | 1,900.0 | 1,870.0 | — | 163.5 | 9,966.9 | | | 2022 | 1,000.0 | — | 3,407.1 | 1,600.0 | 986.0 | — | 248.6 | 7,241.7 | | Matt Cagwin Executive Vice President, Chief Financial Officer | 2024 | 566.7 | — | 1,616.4 | 475.0 | 621.0 | — | 49.4 | 3,328.5 | | | 2023 | 525.6 | — | 1,386.9 | — | 635.3 | — | 193.2 | 2,741.0 | | | 2022 | 234.5 | — | 1,091.5 | — | 56.4 | — | 118.8 | 1,501.2 | | Andrew Walker Executive Vice President, Chief Operations Officer | 2024 | 550.0 | — | 1,030.7 | — | 454.4 | — | 34.9 | 2,070.0 | | | 2023 | 550.0 | — | 876.8 | — | 490.1 | — | 21.4 | 1,938.3 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Benjamin Adams Executive Vice President, Chief Legal Officer | 2024 | 450.0 | — | 760.4 | 212.0 | 449.6 | — | 113.1 | 1,985.1 | | | 2023 | 450.0 | — | 797.6 | — | 423.2 | — | 128.7 | 1,799.5 | | | 2022 | 262.5 | — | 1,500.0 | — | 234.9 | — | 61.0 | 2,058.4 | | Giovanni Angelini(6) President, Europe, Africa, MEPA | 2024 | 450.6 | 50.0 | 868.3 | 200.0 | 589.3 | — | 30.5 | 2,188.7 | | | 2023 | 440.3 | 50.0 | 602.8 | — | 535.2 | — | 29.7 | 1,658.0 | | | 2022 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
2024 SUMMARY COMPENSATION TABLE
| (1) Except with respect to salary adjustments in connection with promotions (or, in the case of Mr. Angelini, base salary increases in accordance with the local collective bargaining agreement to which he and similarly situated employees are subject), any salary adjustments are effective as of March of each reporting year. | | (2) The amount reported in this column for Mr. Angelini for 2024 represents the second and final installment of a $100,000 cash retention award, which was paid in January 2024. | | (3) The amounts reported in these columns for 2024 represent equity grants to the NEOs under the 2015 Plan or 2024 Plan, as applicable. The amounts reported in these columns are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. The amounts included in the Stock Awards column for the PSUs granted during 2024 are calculated based on the probable satisfaction of the performance conditions for such awards as of the date of grant. In accordance with FASB ASC Topic 718, the amount reported for 2024 is based on one-third of the full number of shares subject to the 2022, 2023 and 2024 PSUs for which the target financial performance goals were established in 2024. Assuming the highest level of performance is achieved for the 2022, 2023 and 2024 PSUs, the maximum value for the portion of the 2022, 2023 and 2024 PSUs reflected as 2024 compensation in this column under FASB ASC Topic 718 would be as follows ($000): Mr. McGranahan - $9,805.6; Mr. Cagwin - $1,807.8; Mr. Walker - $1,181.4; Mr. Adams - $884.8; and Mr. Angelini - $836.6. Dividend equivalents with respect to the 2024 PSUs and 2024 RSUs will be paid to the extent the underlying PSUs and RSUs are earned. See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the years ended December 31, 2024, 2023 and 2022, respectively, for a discussion on the relevant assumptions used in calculating the amounts reported for the applicable year. |
2024 SUMMARY COMPENSATION TABLE
| (4) For 2024, the amounts reflect the actual cash bonus received under the Annual Incentive Plan. | | (5) Amounts included in this column for 2024 are set forth by category in the 2024 All Other Compensation Table below. | | (6) Mr. Angelini’s salary was determined in U.S. dollars and paid to or on behalf of Mr. Angelini in euros based on the conversion rate in effect at the time of the determination. For purposes of this table, the actual salary and all other compensation paid in euros to or on behalf of Mr. Angelini during 2024 have been converted to U.S. dollars based on a conversion rate of 1.0449. |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
2024 GRANTS OF PLAN-BASED AWARDS TABLE
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING | EXERCISE OR BASE PRICE OF OPTION | GRANT DATE FAIR VALUE OF STOCK AND OPTION | | NAME | GRANT DATE | APPROVAL DATE | TARGET ($000) | MAXIMUM ($000) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | OR UNITS (#)(3) | OPTIONS (#)(4) | AWARDS ($/Sh) | AWARDS ($000)(5) | | Devin McGranahan | | | 1,800.0 | 3,600.0 | | | | | | | | | | 2/26/2024 | 2/24/2022 | | | 42,965 | 85,929 | 171,858 | | | | 971.0 | | | 2/26/2024 | 2/23/2023 | | | 71,590 | 143,181 | 286,362 | | | | 1,825.5 | | | 2/26/2024 | 2/21/2024 | | | 74,219 | 148,438 | 296,876 | | | | 2,106.3 | | | 2/26/2024 | 2/21/2024 | | | | | | 148,438 | | | 1,900.0 | | | 2/26/2024 | 2/21/2024 | | | | | | | 1,283,784 | 12.80 | 1,900.0 | | | 2/26/2024 | 2/21/2024 | | | | | | | 1,013,514 | 12.80 | 1,500.0 | | Matt Cagwin | | | 575.0 | 1,150.0 | | | | | | | | | | 2/26/2024 | 8/1/2022 | | | 2,546 | 5,091 | 10,182 | | | | 57.5 | | | 2/26/2024 | 2/22/2023 | | | 15,986 | 31,971 | 63,942 | | | | 407.6 | | | 2/26/2024 | 2/21/2024 | | | 15,463 | 30,925 | 61,848 | | | | 438.8 | | | 2/26/2024 | 2/21/2024 | | | | | | 55,665 | | | 712.5 | | | 2/26/2024 | 2/21/2024 | | | | | | | 320,946 | 12.80 | 475.0 | | Andrew Walker | | | 495.0 | 990.0 | | | | | | | | | | 2/26/2024 | 3/16/2022 | | | 5,280 | 10,560 | 21,120 | | | | 119.3 | | | 2/26/2024 | 2/22/2023 | | | 8,922 | 17,844 | 35,688 | | | | 227.5 | | | 2/26/2024 | 2/21/2024 | | | 8,594 | 17,188 | 34,376 | | | | 243.9 | | | 2/26/2024 | 2/21/2024 | | | | | | 34,375 | | | 440.0 | | Benjamin Adams | | | 405.0 | 810.0 | | | | | | | | | | 2/26/2024 | 2/22/2023 | | | 9,666 | 19,331 | 38,662 | | | | 246.5 | | | 2/26/2024 | 2/21/2024 | | | 6,902 | 13,803 | 27,606 | | | | 195.9 | | | 2/26/2024 | 2/21/2024 | | | | | | 24,844 | | | 318.0 | | | 2/26/2024 | 2/21/2024 | | | | | | | 143,244 | 12.80 | 212.0 | | Giovanni Angelini | | | 454.7 | 909.4 | | | | | | | | | | 2/26/2024 | 2/23/2022 | | | 3,284 | 6,567 | 13,134 | | | | 74.2 | | | 2/26/2024 | 2/22/2023 | | | 6,246 | 12,491 | 24,982 | | | | 159.3 | | | 2/26/2024 | 2/21/2024 | | | 6,511 | 13,021 | 26,042 | | | | 184.8 | | | 2/26/2024 | 2/21/2024 | | | | | | 23,438 | | | 300.0 | | | 10/2/2024 | 10/1/2024 | | | | | | 12,669 | | | 150.0 | | | 2/26/2024 | 2/21/2024 | | | | | | | 135,136 | 12.80 | 200.0 |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) These amounts consist of the target and maximum cash award levels set in 2024 under the Annual Incentive Plan. The amount actually paid to each NEO is included in the Non-Equity Incentive Plan Compensation column in the 2024 Summary Compensation Table. Please see “Compensation Discussion and Analysis” for further information regarding the Annual Incentive Plan. |
2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (2) These amounts represent the threshold, target and maximum PSUs granted under the 2015 Plan. As noted above, with respect to the 2022, 2023 and 2024 PSUs, the Compensation Committee establishes annual performance goals for each year of the three-year performance period at the beginning of each applicable year during the performance period. In accordance with FASB ASC Topic 718, reported in this table is one-third of the full number of shares subject to the 2022, 2023 and 2024 PSUs for which target financial performance goals were established in 2024. The 2022 PSUs vested or are generally scheduled to vest in the case of Mr. Angelini, on February 23, 2025, in the case of Mr. McGranahan, February 24, 2025, in the case of Mr. Walker, April 18, 2025, and in the case of Mr. Cagwin, August 5, 2025), the 2023 PSUs are generally scheduled to vest on February 22, 2026 (or, in the case of Mr. McGranahan, February 23, 2026), and the 2024 PSUs are generally scheduled to vest on February 26, 2027, each subject to the achievement of financial performance metrics during the relevant performance period, and a payout modifier (ranging from 75% to 125%) for our TSR performance over the three-year performance periods. To determine vesting level for the 2022, 2023, and 2024 PSUs, financial results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. The PSU award includes cash dividend equivalent rights entitling the recipient to cash dividend equivalents for dividends paid with respect to Company common stock subject to the award during the PSU vesting period. The cash dividend equivalents are subject to the same vesting conditions as the underlying PSUs. | | (3) These amounts represent RSUs granted under the 2015 Plan or the 2024 Plan, as applicable, to the NEOs and which vest in three substantially equal installments on the first, second and third anniversaries of the grant date, provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the applicable Long-Term Incentive Plan or the underlying equity award agreement. Please see “Compensation Discussion and Analysis” for further information regarding these RSU grants. Each RSU award includes cash dividend equivalent rights entitling the recipient to cash dividend equivalents for dividends paid with respect to the Company common stock subject to the award during the RSU vesting period. The cash dividend equivalents are subject to the same vesting conditions as the underlying RSUs. | | (4) This amount represents stock options granted under the 2015 Plan to Messrs. McGranahan, Cagwin, Adams, and Angelini. These options were granted subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant, in each case, provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the underlying equity award agreement. Please see “Compensation Discussion and Analysis” for further information regarding these awards. | | (5) The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In the case of the PSUs, in accordance with FASB ASC Topic 718, the aggregate grant date fair value computed for the 2022, 2023, and 2024 PSUs is based on one-third of the full number of shares subject to the applicable award for which target financial performance goals were established in 2024. The remaining portion of the 2023 PSUs and 2024 PSUs that will be linked to goals for subsequent years will be reported in the Grants of Plan-Based Awards Table for those years in which the goals are established. See Note 15 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024 for a discussion of the relevant assumptions used in calculating the amounts. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | 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 (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($000)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($000)(1) | | Devin McGranahan | | 2,297,298(2) | 12.80 | 2/26/2034 | 148,438(7) | 1,573.4 | | | | | 227,272 | 681,819(3) | 13.27 | 2/23/2033 | 95,454(8) | 1,011.8 | | | | | 230,548 | 230,548(4) | 18.62 | 2/24/2032 | 28,644(12) | 303.6 | | | | | 1,612,378 | 537,460(5) | 17.70 | 12/27/2031 | 141,784(13) | 1,502.9 | | | | | | | | | | | 148,438(14) | 1,573.4 | | | | | | | | | 572,722(15) | 6,070.9 | | Matt Cagwin | | 320,946(2) | 12.80 | 2/26/2034 | 55,665(7) | 590.0 | | | | | | | | | 42,628(8) | 451.9 | | | | | | | | | 20,363(10) | 215.8 | | | | | | | | | 8,402(13) | 89.1 | | | | | | | | | | | 30,925(14) | 327.8 | | | | | | | | | 127,882(15) | 1,355.5 | | Andrew Walker | | | | | 34,375(7) | 364.4 | | | | | | | | | 23,792(8) | 252.2 | | | | | | | | | 7,040(9) | 74.6 | | | | | | | | | 17,424(13) | 184.7 | | | | | | | | | | | 17,188(14) | 182.2 | | | | | | | | | 71,376(15) | 756.6 | | Benjamin Adams | | 143,244(2) | 12.80 | 2/26/2034 | 24,844(7) | 263.3 | | | | | | | | | 25,775(8) | 273.2 | | | | | | | | | 27,965(11) | 296.4 | | | | | | | | | | | 13,803(14) | 146.3 | | | | | | | | | 77,324(15) | 819.6 |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($000)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($000)(1) | | Giovanni Angelini | | 135,136(2) | 12.80 | 2/26/2034 | 23,438(7) | 248.4 | | | | | | | | | 12,669(6) | 134.3 | | | | | | | | | 16,655(8) | 176.5 | | | | | | | | | 4,378(12) | 46.4 | | | | | | | | | 10,836(13) | 114.9 | | | | | | | | | | | 13,021(14) | 138.0 | | | | | | | | | 49,964(15) | 529.6 |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (1) The market value of shares or units of stock that have not vested reflects the closing stock price of $10.60 per share on December 31, 2024. | | (2) These options were granted on February 26, 2024, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (3) These options were awarded on February 23, 2023, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (4) These options were awarded on February 24, 2022, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (5) These options were awarded on December 27, 2021, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (6) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on October 2, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2024 Plan or the equity award agreement. | | (7) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on February 26, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (8) Represents RSUs that are scheduled to vest in three substantially equal installments on the first, second and third anniversaries of the grant date commencing on February 22, 2023 (or, in the case of Mr. McGranahan, February 23, 2023); provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (9) Represents RSUs that were awarded on April 18, 2022, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the 2015 Plan or the equity award agreement. | | (10) Represents RSUs that were awarded on August 5, 2022, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the 2015 Plan or the equity award agreement. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
| (11) Represents RSUs that were awarded on June 1, 2022, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan or the equity award agreement. | | (12) Represents RSUs that vested on February 23, 2025 (or February 24, 2025 in the case of Mr. McGranahan). | | (13) Represents PSUs that vested on February 23, 2025, or, in the case of Mr. McGranahan, February 24, 2025, or, in the case of Mr. Cagwin, will vest on August 5, 2025, or in the case of Mr. Walker, will vest on April 18, 2025, provided that he is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the 2015 Plan and the applicable equity award agreement, in each case, based on the Company’s revenue and operating margin performance, measured annually during the 2022-2024 performance period. | | (14) Based on financial performance target attainment through 2024, the first tranche of the PSUs granted in 2024 which are scheduled to vest on February 26, 2027 are reported based on the achievement of target performance level. Additionally, excluded from this table are 296,875, 61,849, 34,375, 27,604 and 26,042 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Mr. Walker, Mr. Adams, and Mr. Angelini, respectively, with respect to the portion of the 2024 PSUs associated with performance goals to be established in 2025 and 2026. To determine vesting level for the 2024 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. | | (15) Based on financial performance target attainment through 2024, the first and second tranches of the PSUs granted in 2023 which are scheduled to vest on February 22, 2026 (or, in the case of Mr. McGranahan, February 23, 2026) are reported based on the achievement of the maximum performance level. Additionally, excluded from this table are 143,180, 31,970, 17,844, 19,331 and 12,491 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Mr. Walker, Mr. Adams, and Mr. Angelini, respectively, with respect to the portion of the 2023 PSUs associated with performance goals to be established in 2025. To determine vesting level for the 2023 PSUs, results for the three-year performance period will be averaged and then multiplied by the TSR payout modifier. |
2024 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END TABLE
The following table provides information concerning the exercise of stock options and vesting of stock awards during 2024 for each of the NEOs.
2024 OPTION EXERCISES AND STOCK VESTED TABLE
2024 OPTION EXERCISES AND STOCK VESTED TABLE
2024 OPTION EXERCISES AND STOCK VESTED TABLE
| NAME | OPTION AWARDS | | STOCK AWARDS | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($000) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($000) | | Devin McGranahan | — | — | 76,370 | 989.8 | | Matt Cagwin | — | — | 41,676 | 507.1 | | Andrew Walker | — | — | 18,936 | 245.1 | | Benjamin Adams | — | — | 40,851 | 524.8 | | Giovanni Angelini | — | — | 51,653 | 677.4 |
2024 OPTION EXERCISES AND STOCK VESTED TABLE
The following table provides information regarding compensation that has been deferred by our NEOs pursuant to the terms of our SISP.
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
| NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($000)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($000)(2) | AGGREGATE EARNINGS/ (LOSS) IN LAST FY ($000) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($000) | AGGREGATE BALANCE AT LAST FYE ($000)(3) | | Devin McGranahan | 237.0 | 101.0 | 159.6 | — | 946.7 | | Matt Cagwin | 649.9 | 34.3 | 94.4 | — | 1,050.3 | | Andrew Walker | 27.5 | 18.5 | 3.3 | — | 49.4 | | Benjamin Adams | 24.1 | 16.4 | 1.0 | — | 41.5 | | Giovanni Angelini | — | — | — | — | — |
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
| (1) These amounts represent deferrals of the NEO’s salary and compensation received under the Annual Incentive Plan and are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the 2024 Summary Compensation Table. | | (2) These amounts are included in the “All Other Compensation” column in the 2024 Summary Compensation Table. | | (3) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for 2022 (in $000): Mr. McGranahan - $90.0; Mr. Cagwin - $56.4 and for 2023 (in $000): Mr. McGranahan - $214.8; Mr. Cagwin - $183.7. |
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
| INCENTIVE SAVINGS PLAN |
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
We maintain a defined contribution retirement plan (the “Incentive Savings Plan” or “ISP”) for our employees on United States payroll, including each of our NEOs other than Mr. Angelini. The ISP is structured with the intention of qualifying under Section 401(a) of the Internal Revenue Code. Under the ISP, participants are permitted to make contributions up to the maximum allowable amount under the Internal Revenue Code. For 2024, each participating NEO was eligible to receive a Company contribution equal to 4% of his or her eligible compensation.
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
| SUPPLEMENTAL INCENTIVE SAVINGS PLAN |
2024 NONQUALIFIED DEFERRED COMPENSATION TABLE
We maintain a nonqualified supplemental incentive savings plan, the SISP, for certain of our employees on U.S. payroll, including each of our NEOs other than Mr. Angelini. Under the SISP, participants may defer up to 80% of their salaries, including commissions and incentive compensation (other than annual bonuses), and may make a separate election to defer up to 80% of any annual bonuses and up to 100% of any performance-based cash awards they may earn. The SISP also provides participants the opportunity to receive credits for matching contributions equal to the difference between the Company contributions that a participant could receive under the ISP but for the contribution and compensation limitations imposed by the Internal Revenue Code, and the Company contributions allowable to the participant under the ISP. Participants are generally permitted to choose from among the mutual funds available for investment under the ISP for purposes of determining the imputed earnings, gains, and losses applicable to their SISP accounts. The SISP is unfunded. Participants may specify the timing of the payment of their accounts by choosing either a specified payment date or electing payment upon separation from service (or a date up to five years following separation from service), and in either case may elect to receive their accounts in a lump sum or in annual or quarterly installments over a period of up to ten years. With respect to each year’s contributions and imputed earnings, the participant may make a separate distribution election. Subject to the requirements of Section 409A of the Internal Revenue Code, applicable Internal Revenue Service guidance, and the terms of the SISP, participants may receive an early payment in the event of a severe financial hardship and may make an election to delay the timing of their scheduled payment by a minimum of five years.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| EXECUTIVE SEVERANCE POLICY |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
In 2024, we maintained the Executive Severance Policy for the payment of certain benefits to senior executives, including each of our NEOs, upon termination of employment from the Company and upon a change in control of the Company. Under the Executive Severance Policy, an eligible executive will become eligible for benefits if (i) prior to a change-in-control or more than 24 months following a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or (ii) on or within 24 months after a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for “good reason” (which may arise from a material reduction in title or position, reduction in base salary or bonus opportunity or an increase in the executive’s commute to his or her current principal working location of more than 50 miles without consent). Under the Executive Severance Policy, a change-in-control is generally defined to include:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| • | The acquisition by a person or entity of 35% or more of either the outstanding shares of the Company or the combined voting power of such shares, with certain exceptions; | | • | An unapproved change in a majority of the Board members within a 24-month period; and | | • | Certain corporate restructurings, including certain mergers, dissolution and liquidation. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The Executive Severance Policy provided for the following severance and change-in-control benefits as of December 31, 2024:
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| • | A lump sum severance payment equal to the eligible executive’s base salary as of their termination date (or, if applicable, the base salary in effect prior to a reduction under circumstances constituting good reason) multiplied by 1.0 (or, in the case of the CEO, 1.5), provided that in the case of an eligible executive who, as of their termination date, has been employed by the Company for six months or less, the amount of severance pay otherwise payable to such individual will be reduced to an amount equal to 0.5 multiplied by the eligible executive’s base severance pay. However, in the event of a change-in-control termination, the eligible executive will be entitled to receive an amount equal to 2.0 multiplied by the sum of the eligible executive’s base salary plus the eligible executive’s target bonus for the year in which the termination date occurs. | | • | A cash payment equal to the bonus which would have been paid to the eligible executive under the Annual Incentive Plan for the year in which the termination occurs, based on actual performance during such year and prorated based on number of days the eligible executive was employed during such year. No bonus will be payable unless the Compensation Committee certifies that the performance goals under the Annual Incentive Plan have been achieved for the year in which the termination occurs (except for eligible terminations following a change-in-control). | | • | A lump sum payment for medical and dental coverage equal to: (i) up to $18,000 for the CEO; (ii) up to $12,000 for all other eligible executives if they have been employed for more than six months; and (iii) up to $6,000 for all other eligible executives if they have been employed by the Company for six months or less. | | • | Outplacement benefits. | | • | With respect to awards made pursuant to the Company’s applicable Long-Term Incentive Plan, if an eligible executive is involuntarily terminated without cause and no change-in-control has occurred, awards granted pursuant to our Long-Term Incentive Plan generally will vest on a prorated basis based on the period served during the vesting period. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
| • | With respect to awards made pursuant to the Company’s applicable Long-Term Incentive Plan, if an eligible executive experiences a qualifying termination of employment during the 24 month period following a change-in-control, then all time-vested awards will become fully vested and exercisable as of such termination date, and all performance-vested awards will become fully vested and exercisable effective as of the termination date based on the greater of target or actual performance (as estimated based on performance through the termination date). | | • | Any benefits triggered by a change-in-control are subject to an automatic reduction to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive. |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
The provision of severance benefits under the Executive Severance Policy is conditioned upon the executive executing an agreement and release which includes, among other things, non-competition and non-solicitation restrictive covenants, as well as a release of claims against the Company. These restrictive covenants vary in duration, but generally do not exceed two years. Additionally, as noted earlier, Mr. Angelini is subject to an employment agreement. Under the terms of this agreement, upon an involuntary termination of employment, Mr. Angelini is required to receive any notice period required by applicable law or by the provisions of the National Collective Bargaining for executives of the Trade Sector in Italy or, to the extent permissible, to receive an indemnity in lieu of notice. Mr. Angelini’s employment agreement further provides that in the event of his termination of employment, then for six months following this termination, he will be entitled to receive an indemnity equal to 30% of one month of base salary per month, provided that he complies with certain non-competition covenants set forth in his employment agreement during this period. Thirty percent (30%) of this indemnity is payable upon Mr. Angelini’s termination of employment, with the remainder payable upon the expiration of the six-month period. For each of the NEOs, we have quantified the potential payments upon termination under various termination circumstances in the tables set forth below. These tables assume that the covered termination took place on December 31, 2024.
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| TERMINATION FOLLOWING A CHANGE-IN-CONTROL(1) | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | 7,490.0 | 18.0 | — | 10,776.3 | 2,888.8 | 2,025.7 | 23,198.8 | | Matt Cagwin | 2,921.0 | 12.0 | — | 2,089.2 | 1,257.7 | 467.5 | 6,747.4 | | Andrew Walker | 2,544.4 | 12.0 | — | 1,298.7 | 691.2 | 289.2 | 4,835.5 | | Benjamin Adams | 2,159.6 | 12.0 | — | 1,053.6 | 832.9 | 292.2 | 4,350.3 | | Giovanni Angelini | 2,650.6 | — | — | 926.2 | 605.6 | 206.6 | 4,389.0 |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| INVOLUNTARY TERMINATION OTHER THAN FOR DEATH, DISABILITY, OR CAUSE | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | 3,390.0 | 18.0 | — | 4,237.4 | 689.5 | 1,023.3 | 9,358.2 | | Matt Cagwin | 1,196.0 | 12.0 | — | 700.3 | 281.1 | 181.0 | 2,370.4 | | Andrew Walker | 1,004.4 | 12.0 | — | 517.5 | 160.5 | 134.8 | 1,829.2 | | Benjamin Adams | 899.6 | 12.0 | — | 380.3 | 290.0 | 130.3 | 1,712.2 | | Giovanni Angelini | 1,150.6 | — | — | 354.9 | 115.1 | 96.6 | 1,717.2 |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| DEATH OR DISABILITY | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000) | WELFARE BENEFITS ($000) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Devin McGranahan | — | — | — | 10,776.3 | 2,888.8 | 2,025.7 | 15,690.8 | | Matt Cagwin | — | — | — | 2,089.1 | 1,257.7 | 467.5 | 3,814.3 | | Andrew Walker | — | — | — | 1,298.7 | 691.2 | 289.2 | 2,279.1 | | Benjamin Adams | — | — | — | 1,053.6 | 832.9 | 292.2 | 2,178.7 | | Giovanni Angelini | — | — | — | 926.2 | 605.6 | 206.6 | 1,738.4 |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| RETIREMENT(5) | | | | | | | | | | | | LONG-TERM INCENTIVES(4) | | | | | | NAME | SEVERANCE ($000) | WELFARE BENEFITS ($000) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | DEU ACCRUAL ($000) | TOTAL ($000) | | Giovanni Angelini | — | — | — | 477.3 | 319.4 | 117.7 | 914.4 |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| (1) Under the Executive Severance Policy, an eligible executive will become entitled to severance benefits if he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for good reason within 24 months after the date of the change-in-control. | | (2) In accordance with the Executive Severance Policy, amounts in this column represent severance payments equal to (i) in the case of a qualifying termination where no change-in-control has occurred, the NEO’s base salary as of December 31, 2024 multiplied by 1.0 (or, in the case of Mr. McGranahan, 1.5), plus a prorated portion of the NEO’s bonus for 2024 based on actual performance, and (ii) in the case of a qualifying termination during the 24 month period following a change-in-control, a multiple of 2.0 times the sum of the NEO’s base salary as of December 31, 2024 and the NEO’s target bonus for 2024, plus a prorated portion of the NEO’s bonus for 2024 based on actual performance. This amount also includes, for Mr. Angelini, an amount equal to 15% of Mr. Angelini’s base salary as of December 31, 2024, representing the amount to which he would be entitled for complying with the non-competition covenants under his employment agreement for six months following his termination of employment. |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| (3) Amounts in this column represent a lump sum cash payment for each of the NEOs based upon the health and dental coverage in which each such individual was enrolled as of December 31, 2024. | | (4) Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in accordance with the Executive Severance Policy and the applicable Long-Term Incentive Plan. In the case of stock grants, the equity value represents the value of the shares determined by multiplying the closing stock price of $10.60 per share on December 31, 2024 by the number of unvested RSUs or, in the case of PSUs, by the number of shares to be awarded based on target achievement. In the case of option awards, the equity value was determined by multiplying (i) the spread between the exercise price and the closing stock price of $10.60 per share on December 31, 2024 and (ii) the number of unvested option shares that would vest following a qualifying termination or termination due to death or disability. The calculation with respect to unvested long-term incentive awards reflects the following additional assumptions under the Executive Severance Policy and the applicable Long-Term Incentive Plan: |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| EVENT | STOCK OPTIONS** | RSUs | PSUs | | Change-in-control and qualifying termination within subsequent 24-month period | Accelerate | Accelerate Accrued dividend equivalents would be distributed on accelerated RSUs. | Accelerated vesting and award is payable to the extent earned based on the greater of (i) target and (ii) actual performance results Accrued dividend equivalents would be distributed on accelerated PSUs. | | Change-in-control (without termination of employment) | Vesting continues under normal terms | Vesting continues under normal terms | Vesting continues under normal terms | | Involuntary termination without cause (outside the 24-month period following a change-in-control)* *If the NEO would satisfy the age and service requirements for retirement, then the NEO would receive retirement vesting under this termination scenario. | Prorated vesting by grant based on period served during vesting period | Prorated vesting by grant based on period served during vesting period; if termination occurs prior to the one-year anniversary of the grant date, the awards are forfeited Accrued dividend equivalents would be distributed on accelerated RSUs. | Prorated vesting by grant based on actual performance results and period served during vesting period; if termination occurs prior to the one-year anniversary of the grant date, the awards are forfeited. Accrued dividend equivalents would be distributed on accelerated PSUs. | | Death or disability | Accelerate | Accelerate Accrued dividend equivalents would be distributed on accelerated RSUs. | Accelerated vesting and award is payable to the extent earned based on actual performance results Accrued dividend equivalents would be distributed on accelerated PSUs. |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| EVENT | STOCK OPTIONS** | RSUs | PSUs | | Retirement | Prorated vesting by grant based on period served during vesting period, with an exercise period equal to the earlier of (i) two years post-termination (three years, in the case of the CEO if termination is a severance-eligible event) and (ii) the expiration date. Grants after May 17, 2024 will continue to vest during the remaining vesting period, provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. | Prorated vesting by grant based on period served during vesting period. Accrued dividend equivalents would be distributed on accelerated RSUs. Grants after May 17, 2024 will continue to vest during the remaining vesting period, provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. | Prorated vesting by grant based on actual performance results and period served during vesting period. Accrued dividend equivalents would be distributed on accelerated PSUs. Grants after May 17, 2024, will continue to vest during the remaining vesting period provided the NEO notifies the Company of the NEO’s retirement at least six months prior to the retirement date. |
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLES
| ** The new hire stock option award for Mr. McGranahan provides for accelerated vesting in the event of a termination by the Company other than for cause or by Mr. McGranahan for good reason or in the event of a change in control in which the award is not assumed by the surviving company. | | (5) As of December 31, 2024, Mr. Angelini was the only NEO eligible for retirement treatment under his equity incentive awards. For the purpose of these calculations, we have assumed that Mr. Angelini provided at least six months’ notice of his hypothetical retirement on December 31, 2024, as a result of which any unvested RSUs granted to him after May 17, 2024 would receive full vesting continuation upon such retirement. |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, we are providing the following disclosure about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. McGranahan, our CEO. To understand this disclosure, we think it is important to give context to our operations. As noted above, The Western Union Company provides people and businesses with fast, reliable, and convenient ways to send money and make payments around the world. As a global organization, approximately 85% of our employees are located outside of the United States, with our employees located in more than 50 countries. We strive to create a competitive global compensation program in terms of both the position and the geographic location in which the employee is located. As a result, our compensation program varies amongst each local market, in order to allow us to provide a competitive total rewards package. Given the leverage of our executive compensation program towards performance-based elements, we expect that our pay ratio disclosure will fluctuate year-to-year based on the Company’s performance against the pre-established performance goals.
Identification of Median Employee
| PAY VERSUS PERFORMANCE | | | | | | | | | | | | | SUMMARY | | | | AVERAGE SUMMARY | AVERAGE | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON:(4) | | | | | YEAR(1) | COMPENSATION TABLE TOTAL FOR MCGRANAHAN ($000)(2) | SUMMARY COMPENSATION TABLE TOTAL FOR ERSEK ($000)(2) | COMPENSATION ACTUALLY PAID TO MCGRANAHAN ($000)(3) | COMPENSATION ACTUALLY PAID TO ERSEK ($000)(3) | COMPENSATION TABLE TOTAL FOR NON-PEO NEOS ($000)(2) | COMPENSATION ACTUALLY PAID TO NON-PEO NEOS ($000)(3) | TOTAL SHAREHOLDER RETURN ($) | PEER GROUP TOTAL SHAREHOLDER RETURN ($)(5) | NET INCOME ($000) | ADJUSTED REVENUE ($000)(6) | | 2024 | 13,272.7 | N/A | 11,631.9 | N/A | 2,393.1 | 2,287.4 | 53.59 | 173.90 | 934.2 | 4,199 | | 2023 | 9,966.9 | N/A | 7,603.1 | N/A | 2,034.2 | 1,916.0 | 55.70 | 133.20 | 626.0 | 4,470 | | 2022 | 7,241.7 | N/A | 782.4 | N/A | 1,975.9 | 1,109.0 | 59.44 | 118.77 | 910.6 | 4,512 | | 2021 | 14,117.4 | 10,834.6 | 9,871.5 | 639.4 | 3,277.1 | 1,402.5 | 72.40 | 132.75 | 805.8 | 5,012 | | 2020 | N/A | 10,336.4 | N/A | (7,515.9) | 3,566.7 | 1,069.0 | 85.33 | 98.31 | 744.3 | 4,918 |