DEF 14A of Euronet Worldwide, Inc., Apr 5, 2024

DEF 14A of Euronet Worldwide, Inc.

Filed Apr 5, 2024 · FY20230001213900-24-030851

Open on EDGAR

  1. Election of Directors

    Election of Directors In an uncontested election, a Director nominee must be elected by a majority of the votes cast, in person or by proxy, regarding the election of that Director nominee. A “majority of the votes cast” for the purposes of Director elections means that the number of votes cast “For” a Director nominee’s election exceeds the number of votes cast as “Withheld From” for that particular Director nominee. If an incumbent Director is not re-elected in an uncontested election and no successor is elected at the same meeting, the Director must submit an offer to resign. In a contested election, which occurs when the number of Director nominees exceeds the number of open seats on the Board at any time before the meeting, Director nominees will be elected by a plurality of the shares represented at the meeting. A “plurality” means that the open seats on the Board will be filled by those Director nominees who received the most affirmative votes, regardless of whether those Director nominees received a majority of the votes cast with respect to their election. At the Annual Meeting, the election of Directors is considered to be uncontested because we have not been notified of any other nominees as required by our Amended and Restated Bylaws (“Bylaws”). To be elected, each Director nominee must receive a majority of votes cast regarding that nominee. Abstentions will have no effect on the election of Directors.

  2. Process for Determining Non-Employee Director Compensation

    Process for Determining Non-Employee Director Compensation Our Compensation Committee makes recommendations to the full Board about Board compensation and benefits for non-employee Directors, including cash, equity-based awards and other compensation based on the recommendations of independent outside compensation consultants who are retained by the committee to, among other functions: (i) conduct a competitive assessment of non-employee Director compensation compared to competitive practice, (ii) inform the committee of emerging trends in director pay practices, (iii) advise on stock ownership guidelines for non-employee Directors, and (iv) assess the amount of compensation that is adequate to compensate our Directors for their time and effort with respect to Board obligations. If, after the periodic review of non-employee Director compensation by our Compensation Committee, the committee accepts recommendations from the outside compensation consultants that any changes should be made to such program, it will recommend such changes to our Board for approval.

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Directors are as follows:

  4. ELECTION OF DIRECTORS

    | Name | Age | Position | Term Expires | | Michael N. Frumkin | 55 | Class III Director | 2024 | | Paul S. Althasen | 59 | Class III Director | 2024 | | Thomas A. McDonnell | 78 | Class III Director | 2024 | | Dr. Andrzej Olechowski | 76 | Class II Director | 2026 | | Sara Baack | 52 | Class II Director | 2026 | | Ligia Torres Fentanes | 69 | Class II Director | 2026 | | | | Chairman, Chief Executive Officer and | | | Michael J. Brown | 67 | Class I Director | 2025 | | Andrew B. Schmitt | 75 | Class I Director | 2025 | | M. Jeannine Strandjord | 78 | Class I Director | 2025 |

  5. Classified Board

    Classified Board We currently have nine Directors divided among three classes as described above. The Board was temporarily reduced to eight directors when Mark Callegari retired from the Board following last year's annual meeting. In February 2024, the Board size was increased to nine and Sara Baack was appointed as a Director to fill a newly created vacancy under the Class II Directors. The Board has determined that all of the Directors, other than Mr. Brown, are independent Directors as defined in the listing standards for The Nasdaq Stock Market LLC. Three Class III Directors are to be elected at the Annual Meeting for three-year terms ending 2027 at the Annual Meeting of stockholders. The Board has nominated Paul S. Althasen, Michael N. Frumkin, and Thomas A. McDonnell, for election as Class III Directors. Unless otherwise instructed, each valid proxy will be voted for Michael N. Frumkin, Paul S. Althasen, and Thomas A. McDonnell. Each of the Class III nominees has consented to serve as a Director of Euronet. If a nominee is unable or subsequently declines to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any alternative nominee who shall be designated by the present Board to fill the vacancy. We are not aware of any reason why Mr. Frumkin, Mr. Althasen, or Mr. McDonnell will be unable or will decline to serve as a Director.

  6. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The following is a brief description of the business experience of each nominee for Director and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the nominee should continue to serve as a Director for the Company, in light of the Company’s business and structure. PAUL S. ALTHASEN has served on our Board since May 2003. He joined Euronet in February 2003 in connection with Euronet’s acquisition of e-pay Limited, a UK company. Mr. Althasen served as Executive Vice President of Euronet until his resignation on April 2, 2012. Mr. Althasen is a co-founder and former CEO and Co-Managing Director of e-pay, and he was responsible for the strategic direction of e-pay from its formation in 1999 until April 2012. From 1989 to 1999, Mr. Althasen was a co-founder and Managing Director of MPC Mobile Phone Center, a franchised retailer of cellular phones in the UK. Previously, Mr. Althasen worked for Chemical Bank in London where he traded financial securities. From 2008 to 2016, Mr. Althasen served as a director of Evolve Telecom Ltd., a B2B provider of telecommunication services. Mr. Althasen currently serves as a director of Lodwick Homes Ltd. Since 2008, Mr. Althasen has been a director of Pier Insurance Managed Services Ltd., where he holds joint responsibility for the company’s strategic direction and general management. Mr. Althasen has a B.A. (Honors) degree in business studies from the City of London Business School. The Board considers as particularly valuable Mr. Althasen's broad first-hand knowledge and experience in the prepaid payments industry in Western Europe and especially in the UK. MICHAEL N. FRUMKIN has served on our Board since June 2020. Mr. Frumkin has more than 25 years of experience in technical and management leadership roles in fast-growth, high-performance technology companies, including Silicon Valley icons like NeXT and Google. He was responsible for critical engineering functions at Verity, Excite, and Google, all of whom went from startup to successful IPOs during his tenure. In 1995, he joined a small 10 person startup that built one of the first full scale commercial internet search engines that eventually became Excite@Home, a multi-billion dollar public company. In his tenure at Excite, Mr. Frumkin was responsible for core company functions like web crawl and e-commerce engineering. After Excite, Mr. Frumkin spent several years as the Chief Technology Officer of Gamechange, the seed stage collaboration between Accenture Technology Ventures and Softbank Venture Capital, where he was responsible for technical due diligence and providing management guidance to portfolio companies. In 2002, pursuing a desire to go back to his more technical distributed computing roots, he joined Google where his responsibilities ranged from managing large engineering teams responsible for most of Google’s revenue, to overseeing critical internal software infrastructure projects. At various points in time, he was responsible for the engineering teams building and operating AdWords and the initial launch of AdSense, and the building of Google’s personalization infrastructure. In 2012, Mr. Frumkin founded the Google Accelerated Science research team within Google Research. This team worked with leading scientific institutions and universities around the world to increase the pace of discovery in important scientific research by bringing Google’s expertise in machine intelligence and machine perception to bear on fundamental science problems. Mr. Frumkin retired from Google in 2023. Mr. Frumkin holds Bachelor of Science and Master of Science degrees in Computer Science and Engineering from MIT. The Board considers as particularly valuable Mr. Frumkin’s technical and engineering expertise and demonstrated success in applying that knowledge across a variety of high-growth technology companies. THOMAS A. MCDONNELL has been a Director of Euronet since its incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. He has served as Lead Independent Director since September 2014. From October 1984 until September 12, 2012, he served as Chief Executive Officer of DST Systems, Inc., a former stockholder of Euronet. From September 12, 2012 through December 31, 2012, he served as non-executive Chairman of DST Systems, Inc. From 1973 to September 1995, he served as Treasurer of DST Systems, Inc. From January 1, 2013 until his retirement on December 31, 2014, Mr. McDonnell was President and Chief Executive Officer of the Ewing Marion Kauffman Foundation. Mr. McDonnell is currently a director of ENDI Corp., where he is a member of the Audit Committee. Mr. McDonnell has a B.S. in Accounting from Rockhurst University and an M.B.A. from the Wharton School of Finance. The Board considers as particularly valuable Mr. McDonnell’s many years of experience in management of a public company in the transaction processing industry and participation on other company boards, whereby Mr. McDonnell has acquired extensive financial, accounting and management experience and substantive business knowledge. These qualities, as well as the knowledge of the Company’s business gained from his participation on the Board since the Company’s inception, are considered particularly valuable by the Board.

  7. Other Directors

    Other Directors The following is a brief description of the business experience of each of our other Directors whose term of office will extend beyond 2024 Annual Meeting, and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the other Directors are qualified for service as a Director of the Company, in light of the Company’s business and structure. Ms. LIGIA TORRES FENTANES has served on our Board since December 2022. Ms. Torres' professional experience includes over 30 years in the financial sector across capital markets, wealth management and asset management, where she held operational, managerial and board positions covering Latin America, Asia, Europe, the Middle East and Africa. The last 20 years of her professional career were within the BNP Paribas Group. From 2013 until to her retirement in 2021, she worked in the asset management division where she first led the emerging market activities to subsequently become Chief Executive Officer of the Asia Pacific region based in Hong Kong. At present, she is a Director of the Union de Banque Privee ( UBP) in Switzerland, Alfred Berg AM (Norway) and the board chair of RAM, an alternative asset management company of Medio Banca Group. Ms. Torres has a bachelor’s degree in Business Administration from the Instituto Teconologico Autonomo de Mexico (ITAM) and postgraduate degrees in International Finance and Derivatives from HEC (Paris) and from the University of Paris Dauphine IX. She has followed the Oxford University program on Corporate Sustainability Leadership and the Non-executive Director program of the Financial Times, focused on Corporate Governance. She is fluent in English, Spanish, French and Italian. The Board considers as particularly valuable Ms. Torres’s prior board work contributing to the definition and implementation of growth strategies, the reinforcement of governance and risk control frameworks and on the elaboration of strategy in sustainability. DR. ANDRZEJ OLECHOWSKI has served on our Board since May 2002. He previously served as a Director of Euronet from its incorporation in December 1996 until May 2000. From 2005 until 2009 when he retired, Dr. Olechowski was the President of Conseil DG, a Polish consulting company. From 1995 until 2008, Dr. Olechowski served as a Senior Advisor for Central Europe Trust, Poland, a consulting firm. He has held several senior positions with the Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served as economic advisor to President Lech Walesa. From 1991 to 1992, he was Secretary of State in the Ministry of Foreign Economic Relations and from 1989 to 1991 he was Deputy Governor of the National Bank of Poland. From May 1998 to June 2000, Dr. Olechowski served as the Chairman of Bank Handlowy w Warszawie S.A. (Poland). From 2011 to 2020, Dr. Olechowski was a Professor at Vistula University. He is Honorary Chairman of Supervisory Board of Bank Handlowy w Warszawie S.A. (Poland), and sits on the boards of various charitable and educational foundations. He received a Ph.D. in Economics in 1979 from the Central School of Planning and Statistics in Warsaw. The Board considers as particularly valuable Dr. Olechowski’s significant stature in Polish government and business, his extensive business connections in and knowledge of the banking industry in Poland and Central Europe (which have historically been among the Company’s most important markets in the EFT Division), as well as his experience as a consultant and member of other boards with respect to the strategic and market factors affecting the Company’s business. MICHAEL J. BROWN is one of the founders of Euronet and has served as our Chairman of the Board and Chief Executive Officer since 1996 and has served as President since December 2014. He also co-founded our predecessor company in 1994. Mr. Brown has been a Director of Euronet since our incorporation in December 1996 and previously served on the boards of Euronet’s predecessor companies. In 1979, Mr. Brown founded Innovative Software, Inc., a computer software company that was merged in 1988 with Informix. Mr. Brown served as President and Chief Operating Officer of Informix from February 1988 to January 1989. He served as President of the Workstation Products Division of Informix from January 1989 until April 1990. In 1993, Mr. Brown was a founding investor of Visual Tools, Inc. Visual Tools, Inc. was acquired by Sybase Software in 1996. Mr. Brown received a B.S. in Electrical Engineering from the University of Missouri - Columbia in 1979 and a M.S. in Molecular and Cellular Biology at the University of Missouri - Kansas City in 1997. The Board considers as particularly valuable Mr. Brown's deep commitment to the success of the Company (demonstrated in particular by his long-term stock holdings), his extensive experience as the founder of the Company and the initiator of each of the business lines of the Company, and the strategic, business and financial skills and knowledge he brings to his position as Director. Through his management of the Company since its inception, Mr. Brown has acquired a unique knowledge of the financial transaction processing industry in the markets in which the Company operates. ANDREW B. SCHMITT has served on our Board since September 24, 2003. Mr. Schmitt served as President and Chief Executive Officer of Layne Christensen Company from October 1993 until his retirement on January 31, 2012. For approximately two years prior to joining Layne Christensen Company, Mr. Schmitt was a partner in two privately owned hydrostatic pump and motor manufacturing companies and an oil and gas service company. He served as President of the Tri-State Oil Tools Division of Baker Hughes Incorporated from February 1988 to October 1991. Currently, Mr. Schmitt serves on the board of directors of FreightCar America, Inc., where he chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Schmitt served as a director of Layne Christensen Company until his retirement in 2012. Mr. Schmitt holds a Bachelor of Science degree from the University of Alabama School of Commerce and Business. The Board considers as particularly valuable Mr. Schmitt's extensive financial, business and management experience and skills, including in particular, valuable knowledge and experience acquired from managing an international business that, like the Company, operated in many developing markets during his tenure.

  8. Other Directors

    M. JEANNINE STRANDJORD, CPA, has 50 plus years of financial management experience and was employed in three different industries after starting in public accounting on the audit staff of Ernst and Whinney in 1968. For 20 years, beginning in 1985, she held several senior financial management roles at Sprint Corporation. She managed the successful transformation and restructuring of Sprint as Chief Integration Officer from 2003 until 2005 when she retired. Previously, she was Senior VP and Chief Financial Officer of Global Solutions, a $9 billion division, from 1998 until 2003, and was Controller and Treasurer from 1986 to 1998. Ms. Strandjord was a director of American Century Mutual Funds (for six registered investment companies) from 1994 to 2018; was a director of DST Systems, Inc., from 1996 to 2012; and has been a director of MGP Ingredients from 2013 until May 2022. She has also been a director of JE Dunn Construction Corporation, a private company, from 2006 until December 2020. Her current non-profit board is the KU Medical Center Advancement Board which she Chairs. Past non-profit boards include Rockhurst University, the Heartland Chapter of the National Association for Corporate Directors, the Kansas City Community Foundation, the World War I Museum, the Truman Library Institute and the Ewing M. Kauffman Foundation. She has been a Director of the Company since 2001 and is currently the Chair of the Audit Committee. She also served as Lead Independent Director from 2010 to 2014. Ms. Strandjord holds a bachelor’s degree in accounting and business administration from the University of Kansas. She was named “National Director of the Year” by the National Association of Corporate Directors in 2020. The Board considers as particularly valuable Ms. Strandjord's experience on the boards of various other public companies, as well as an extensive background in finance, corporate governance, restructuring, talent management, and compensation and benefits. SARA BAACK was appointed in February 2024. Since 2022, Ms. Baack has been a Founding Partner at Snowhawk LP, a private investment firm that targets strategic majority investents in businesses that power the economy's digital transition across cloud, connectivity and technology services sectors. She served as Chief Product Officer of Equinix, Inc., a global interconnection and data center company, from 2019 to 2022. Previously, she was Equinix’s Chief Marketing Officer from 2012 to 2019. Ms. Baack currently serves on the board of cloud management firm ProsperOps. Ms. Baack was a director of Splunk Inc. from December 2017 until February 2023. Ms. Baack holds a B.A. from Rice University and an M.B.A. from Harvard Business School where she was a Baker Scholar. The Board considers as particularly valuable Ms. Baack's extensive experience in product development and marketing across a range of industries, which, along with her C-level executive experience, will support Euronet as we continue to expand our business across new categories and more markets.

  9. Compensation Consultant

    Compensation Consultant The Compensation Committee retained FW Cook as independent compensation consultant for 2023 to advise the Compensation Committee on all matters related to executive officer compensation. FW Cook provided advice regarding current and emerging practices with regard to executive compensation. Representatives from FW Cook attended meetings, as requested by the Committee, including the December 2022 meeting, when the Committee approved grants of stock incentive awards and determined executive compensation and established performance targets for 2023. FW Cook provided other services to the Compensation Committee or the Company. FW Cook did not provide any services to the Compensation Committee or the Company outside of its capacity as executive compensation consultant. The Compensation Committee assessed the independence of FW Cook pursuant to Nasdaq's rules and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Committee.

  10. Corporate Governance

    | What We Do | What We Do Not Do | | > Align pay and stockholder performance > Maintain rigorous stock ownership requirements and holding periods of shares for the CEO and Board > Establish targets for performance metrics aligned to stockholder interests > Require forfeiture of equity awards when a NEO terminates employment for any reason other than retirement, disability, death or termination under specific circumstances related to change of control > Responsible use of shares under our long-term incentive program > Prohibit pledging without prior approval and hedging > Engage an independent compensation consultant > Provide limited perquisites > Conduct annual compensation risk assessments | Pay dividends or dividend equivalents on unearned, unvested or unexercised equity compensation Pay excessive severance benefits Backdate or reprice stock option awards Award immediately vested options or RSUs to any employee Make multi-year compensation guarantees Grant stock options with an exercise price less than fair market value Provide excise tax gross-ups on new or amended agreements since February 2011 |

  11. Peer Group

    Peer Group The Compensation Committee believes that it is essential for our continued success that overall compensation policies allow us to be competitive in attracting and retaining executive talent. However, the Committee does not establish compensation targets solely based on peer group compensation amounts, because it believes that individual and company performance should be the primary determinants of annual compensation. The Company's peer group (the "Peer Group") listed below, and FW Cook's executive compensation market analysis were used to inform the Compensation Committee's decisions on long-term incentive compensation for our executives for 2023. The Compensation Committee believes the group of companies have similar financial characteristics as Euronet and operate in similar industries. Members of the current Peer Group were included because they met all of the following criteria: the company was in the same or similar industry as Euronet, including Data Processing and Outsourced Services, and Application Software, the company was reasonably comparable in revenue and market capitalization size to Euronet, the company was headquartered in the United States and publicly traded on a major stock exchange, and the company had a similar operating structure as Euronet, such as offering similar services and/or having significant foreign sales. The Committee also considered companies that named Euronet as a peer and were prevalent peers of current peers. The companies comprising the Peer Group to determine long-term incentive compensation for our executives for 2023, all of which had revenues between $600 million and $8.9 billion and market capitalization between $1 billion and $31.7 billion, were:

  12. Peer Group

    | • ACI Worldwide, Inc. | • Global Payments, Inc. | | • Bread Financial | • Green Dot Corporation | | • Broadridge Financial Solutions, Inc. | • Jack Henry & Associates, Inc. | | • Envestnet, Inc. | • SS&C Technologies Holdings, Inc. | | • EVERTEC, Inc. | • TTEC Holdings, Inc. | | • Fair Issac Corp | • The Western Union Company | | • FleetCor Technologies, Inc. | • WEX, Inc. | | • Genpact Limited. | |

  13. Peer Group

    Euronet's revenues and market capitalization ranked at the following percentile as compared to the Peer Group:

  14. Peer Group

    | | Percentile Rank(1) | | | | Revenues | Market Capitalization | | Euronet Worldwide, Inc. | 66% | 44% | | (1) Based on latest four quarters revenues and market capitalization as of October 31, 2022. | | |

  15. Peer Group

    The Compensation Committee evaluates whether the compensation opportunities for executives are appropriate and competitive by comparing each named executive officer’s target total compensation opportunity, which represents the sum of the executive’s base salary and target award amounts under the Executive Annual Incentive Plan and Stock Incentive Plan, to the target total compensation opportunities for executives in comparable positions at peer companies. The Compensation Committee references the 50th percentile of the Peer Group when making this comparison, although a named executive officer’s total compensation opportunity may be higher or lower depending upon the executive’s tenure, overall level of responsibility and performance. The Compensation Committee believes that the 50th percentile is an appropriate market reference point for total compensation opportunity because of Euronet's size relative to the Peer Group. The Compensation Committee decided to maintain 2023 base salaries and target annual incentives at the 2022 levels. The Compensation Committee's determination of 2023 salaries and target annual incentive opportunities was informed by competitive data compiled by the independent compensation consultant in late 2022, which compared target total direct compensation opportunities for our named executive officers with the median statistics for target total direct compensation among similarly situated executives within the relevant peer data. In the fourth quarter of 2023, the Compensation Committee reviewed an updated competitive analysis of target total direct compensation opportunities for our named executive officers, to inform their decisions on long-term incentive grant values for the December 2023 grant. The competitive analysis indicated that base salaries for our executive officers were below the median of our peers while our target non-equity compensation was comparable to the median of our peers. Further, target long-term incentive grant values was comparable to the median of our peers. For this reason, the Compensation Committee left the target long-term incentive grant values for executives unchanged from the prior year. Most of our long-term equity incentive compensation is subject to performance-based vesting criteria and our executive officers will fully earn this compensation only if the performance-based vesting criteria are satisfied and our share price appreciates significantly from the date of grant. The Compensation Committee believes this structure is appropriate for our executive officers as it emphasizes performance-based stock compensation is consistent with our compensation philosophy and is directly aligned with stockholders.

  16. Elements of Compensation

    | Element | Purpose | Characteristics | | Base Salaries | Compensates executives for their level of responsibility and individual performance. Also helps attract and retain strong talent. | Fixed component; evaluated annually | | Annual Non-Equity Incentives | Promotes achieving our annual corporate and business division goals. | Performance-based cash opportunity; amount varies based on Company performance. | | Stock Incentives | Promotes (a) achieving our long-term corporate financial goals and (b) stockholder value creation. | Performance-based equity opportunity in the form of stock options and performance RSUs; amounts earned/realized will vary from the targeted grant-date fair value based on actual financial and stock price performance. |

  17. Annual Non-Equity Incentive Compensation

    Annual Non-Equity Incentive Compensation Certain members of senior and executive management, including the Named Executive Officers participate in our stockholder approved Executive Annual Incentive Plan through which they are eligible to earn non-equity (cash) incentive awards. In determining annual non-equity incentive compensation, the Compensation Committee considers the overall performance of Euronet and the individual performance of each executive officer. In measuring individual performance, the Compensation Committee measures the level of responsibility of an executive officer against his base salary and other elements of compensation to determine whether overall compensation is sufficient to retain and motivate highly qualified individuals. Non-equity incentive compensation to executive officers applies Company-wide performance criteria that executives directly influence, to ensure a link between annual performance and actual incentive payments. In December 2022, the Compensation Committee established 2023 incentive targets for Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi based on predetermined adjusted EPS targets on a constant currency basis. For 2023, adjusted EPS on a constant currency basis of $6.50, $6.85 or $7.30 would result in a payout as a percentage of base salary of 75%, 150% or 300%, respectively, for Mr. Brown, 62.5%, 125% or 250%, respectively, for Mr. Weller and 50%, 100% or 200%, respectively, for each of Messrs. Fountas, Caponecchi and Bianchi. Amounts achieved between target and maximum were calculated based on the proportionate achievement. The threshold, target and maximum adjusted EPS objectives for 2023 represent a 0%, 5% and 12% increase, respectively, over adjusted EPS of $6.51 for 2022. For 2023, the Company achieved adjusted EPS of $7.46 ($7.45 on a constant currency basis), which resulted in annual incentive compensation of $2,550,000, $1,250,000, $874,800, $900,000 and $900,000 being paid to Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi, respectively. Results achieved between the target and maximum were calculated based on their proportionate achievement.

  18. Annual Non-Equity Incentive Compensation

    | Name | 2022 Annual Incentive Plan Payout | 2023 Annual Incentive Plan Payout | % Increase / (Decrease) | | Michael J. Brown | $2,550,000 | $2,550,000 | 0% | | Rick L. Weller | $1,250,000 | $1,250,000 | 0% | | Nikos Fountas | $866,700 | $874,800 | 0% | | Kevin J. Caponecchi | $900,000 | $900,000 | 0% | | Juan C. Bianchi | $900,000 | $900,000 | 0% |

  19. Stock Incentive Programs

    Stock Incentive Programs Our stock incentive plans are designed to promote an alignment of long-term interests between our employees and our stockholders and to assist in the retention and motivation of employees. The Compensation Committee can grant to key employees of Euronet and its subsidiaries a variety of stock incentives, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance awards and other stock-based incentives. Grants are usually approved by the Compensation Committee for recommendation to the Board during regularly scheduled committee meetings, of which there are typically four per year occurring at regular intervals. The Compensation Committee intends that performance-based stock incentives serve as a significant portion of our executive officers’ total compensation package. Stock incentives offer the executive officers significant long-term incentives to increase their efforts on behalf of Euronet and its subsidiaries, to focus managerial efforts on enhancing stockholder value and to align the interests of the executive officers with the stockholders. Grants of stock incentives are designed to be competitive with the companies in the Peer Group for the level of job the executive officer holds and to motivate the executive officer to contribute to an increase in our stock price over time. Under the terms of the Stock Incentive Plan, last approved by the stockholders in May 2021, the exercise price of all option awards made to our Named Executive Officers or any of our other employees is fixed at the closing trading price on the date of grant. We do not have a program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding or following the grant date.

  20. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards In December 2023, the Compensation Committee, together in consultation with its compensation consultants, completed the award of equity incentive compensation grants to selected managers and key contributors to the success of the Company’s achievements, including the CEO and other NEOs. To further the long-term growth and success of Euronet, the Committee proposed and the Board approved the granting of awards to motivate the leadership team to remain committed to Euronet's market opportunities in the rapidly changing Fintech market. In that regard, the grants included a combination of performance vesting stock options and performance vesting restricted stock. The RSUs and stock options vest based on service and performance conditions over three to four years. The Committee believes that these awards will provide continued motivation to the leadership team to remain with the Company and capitalize on the very substantial opportunities in the payments industry to continue to grow stockholder value. As described above, the Compensation Committee reviewed Euronet’s performance in recent years in relation to the executives' incentive targets to confirm that the performance measures the Compensation Committee previously set for performance-based incentive stock awards were sufficiently rigorous and demanding as demonstrated by incentive goal performance ranging from zero achieved to partial achievement to full achievement. After this review, the Compensation Committee determined that the targets and the associated level of compensation awarded to the executive officers have generally been appropriate and challenging. As demonstrated by annual incentive achievements over the past three years that range from zero achievement to maximum achievement. Moreover, long-term share-based compensation performance achievements likewise ranged from zero achievement to maximum achievement.

  21. Elements of Compensation

    Elements of Compensation We reported and included the grant date fair value of each year’s award as compensation in the summary compensation tables. These historical awards, while reported as compensation, are theoretical valuations assuming stock appreciation and anticipated achievement of the established performance goals as of the date of the grant. The value realized will depend on four important factors — from three to five year vesting period for equity awards, achievement of the predetermined performance goals, and continued stock price appreciation. Therefore, actual compensation will differ from theoretical compensation based upon continued operating performance and market performance of our stock price.

  22. Change of Control Policy

    Change of Control Policy Euronet has a change in control provision in our Stock Incentive Plan that applies to all plan participants, including our NEOs. The change in control provisions were adopted to mitigate the concern that, in the event the Company is considering a change in control transaction, the employees involved in considering the transaction will be motivated to act in their own interests rather than the interests of the stockholders. Employees may not be in a position to influence the Company’s performance after a change in control and may not be in a position to earn their incentive awards or vest in their equity awards. Thus, the provisions are designed to make any transaction neutral to the employees’ economic interests. For a more detailed discussion of change in control arrangements with our NEOs, see the "Employment Agreements" discussion below.

  23. Sale and Transfer of Awards

    Sale and Transfer of Awards All stock option, restricted stock unit and performance-based restricted stock awards are granted under plans that specifically prohibit the sale, assignment and transfer of awards with limited exceptions such as the death of the award recipient. In addition, the Compensation Committee may allow an award holder to assign or transfer an award.

  24. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain information regarding the compensation awarded or paid to our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated of our executive officers (the “Named Executive Officers”) for the year ended December 31, 2023 for the periods indicated:

  25. Summary Compensation Table

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards(1) | Option Awards(2) | Non-Equity Incentive Compensation | All Other Compensation | Total | | Michael J. Brown | 2023 | $850,000 | — | $5,202,163 | $5,202,097 | $2,550,000 | $12,008(4) | $13,816,268 | | Chairman, Chief Executive Officer and President | 2022 | 850,000 | — | 5,202,135 | 5,202,115 | 2,550,000 | 13,101 | 13,817,351 | | | 2021 | 850,000 | — | 4,567,864 | 4,567,863 | 1,683,000 | 12,145 | 11,680,872 | | Rick L. Weller | 2023 | 500,000 | — | 1,582,968 | 1,582,934 | 1,250,000 | 12,008(4) | 4,927,910 | | Executive Vice President and Chief Financial Officer | 2022 | 500,000 | — | 1,582,979 | 1,582,944 | 1,250,000 | 17,130 | 4,933,053 | | | 2021 | 500,000 | — | 1,386,576 | 1,386,629 | 825,000 | 15,634 | 4,123,399 | | Nikos Fountas (5) | 2023 | 426,247 | — | 1,483,517 | 1,483,503 | 874,800 | 146,053(3) | 4,414,120 | | Executive Vice President and Chief Executive Officer, EFT Europe, Middle East and Africa Division | 2022 | 426,655 | — | 1,483,513 | 1,483,487 | 866,700 | 151,561 | 4,411,916 | | | 2021 | 479,115 | — | 1,339,215 | 1,339,268 | 606,343 | 255,882 | 4,019,823 | | Kevin J. Caponecchi | 2023 | 450,000 | — | 1,483,517 | 1,483,503 | 900,000 | 11,563(4) | 4,328,583 | | Executive Vice President and Chief Executive Officer, epay, Software and EFT Asia Pacific Division | 2022 | 450,000 | — | 1,483,513 | 1,483,487 | 900,000 | 18,065 | 4,335,065 | | | 2021 | 450,000 | — | 1,339,215 | 1,339,268 | 594,000 | 16,508 | 3,738,991 | | Juan C. Bianchi | 2023 | 450,000 | — | 1,483,517 | 1,483,503 | 900,000 | 49,984(3) | 4,367,004 | | Executive Vice President and Chief Executive Officer, Money Transfer Segment | 2022 | 450,000 | — | 1,483,513 | 1,483,487 | 900,000 | 48,300 | 4,365,300 | | | 2021 | 450,000 | — | 1,339,215 | 1,339,268 | 594,000 | 46,348 | 3,768,831 |

  26. Summary Compensation Table

    Compensation for restricted stock is computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2023. Restricted stock awards for each fiscal year include awards subject to performance conditions that were valued based on the assumption the highest level of the performance targets would be achieved. Compensation for stock options is computed in accordance with the provisions of ASC Topic 718. Amounts represent the grant date fair value determined using the Black-Scholes-Merton model or a Monte Carlo simulation. The grant date fair values are only theoretical values and may not accurately determine present value. The actual value, if any, to be realized from an option will depend on the excess of the market value of the Common Stock over the exercise price on the date the option is exercised. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2023. The following table sets forth the incremental costs to the Company of each perquisite or other benefits that are required to be quantified by SEC rules:

  27. Summary Compensation Table

    | Named Executive Officer | Company-Paid Vehicle | Euronet 401(K) Plan Matching Contribution | Health and Group Life Insurance | Home Rent | Tuition | Pension Contribution | Other (b) | Total | | Nikos Fountas | $— | $— | | $146,053 | | | $— | $146,053 | | Juan C. Bianchi | 7,200 | 9,900 | 32,884(a) | — | — | — | | 49,984 |

  28. Summary Compensation Table

    (a) Mr. Bianchi is Executive Vice President - Chief Executive Officer, Money Transfer Segment, which is headquartered in California, and as such, he participates in a health insurance plan that is not generally available to all salaried employees. 4. Other compensation for Messrs. Brown, Weller and Caponecchi is comprised of matching contributions under the Euronet 401(k) Plan and group life insurance premiums. 5. Mr. Fountas is paid in British pounds and the U.S. dollar amounts disclosed for salary, non-equity incentive compensation and other compensation were converted using the average foreign currency exchange rate of $1.243, $1.233 and $1.3755 per pound for the fiscal years ended December 31, 2023, 2022, and 2021, respectively. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs.

  29. Grants of Plan-Based Awards for 2023

    Grants of Plan-Based Awards for 2023 The following table summarizes estimated possible payouts under non-equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2023. See "Compensation Discussion and Analysis - Elements of Compensation - Annual Non-Equity Incentive Compensation" on page 37 for a description of the performance criteria for these awards.

  30. Grants of Plan-Based Awards for 2023

    | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | | | Name | Threshold ($) | Target ($) | Maximum ($) | | Michael J. Brown | $637,500 | $1,275,000 | $2,550,000 | | Rick L. Weller | 312,500 | 625,000 | 1,250,000 | | Nikos Fountas | 218,700 | 437,400 | 874,800 | | Kevin J. Caponecchi | 225,000 | 450,000 | 900,000 | | Juan C. Bianchi | 225,000 | 450,000 | 900,000 |

  31. Grants of Plan-Based Awards for 2023

    The following table summarizes estimated future payouts under equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2023.

  32. Grants of Plan-Based Awards for 2023

    | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Options Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold (#) | Target or Estimate (#) | Maximum (#) | | | | | | Michael J. Brown | 12/12/2023(1) | 34,053 | 45,404 | 56,755 | | | | $5,202,163 | | | 12/12/2023(2) | | 132,470 | | | | 91.66 | 5,202,097 | | Rick L. Weller | 12/12/2023(1) | 10,362 | 13,816 | 17,270 | | | | 1,582,968 | | | 12/12/2023(2) | | 40,309 | | | | 91.66 | 1,582,934 | | Nikos Fountas | 12/12/2023(1) | 9,711 | 12,948 | 16,185 | | | | 1,483,517 | | | 12/12/2023(2) | | 37,777 | | | | 91.66 | 1,483,503 | | Kevin J. Caponecchi | 12/12/2023(1) | 9,711 | 12,948 | 16,185 | | | | 1,483,517 | | | 12/12/2023(2) | | 37,777 | | | | 91.66 | 1,483,503 | | Juan C. Bianchi | 12/12/2023(1) | 9,711 | 12,948 | 16,185 | | | | 1,483,517 | | | 12/12/2023(2) | | 37,777 | | | | 91.66 | 1,483,503 |

  33. Grants of Plan-Based Awards for 2023

    Restricted stock award has two components: 1) 40% of the award will vest evenly over four years subject to the Company producing at least $100 million adjusted operating income each year of vesting upon the filing of the Company's annual Form 10-K for the years ending 2024, 2025, 2026 and 2027; and 2) up to 60% of the award will vest at the end of the third calendar year subject to the Company achieving compounded annualized growth rates ("CAGR") in adjusted constant currency earnings per share. One-third of the award will vest if the Company achieves a threshold 2% CAGR, two-thirds of the award will vest if the Company achieves a target 5% CAGR, and all of the award will vest if the Company achieves a maximum 7% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2026. Stock option award vests evenly over four years upon the achievement of a 10% increase over the share price on the date of the grant for 30 consecutive days.

  34. Outstanding Equity Awards at Fiscal Year-End for 2023

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

  35. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | | Option Awards | | | | | Restricted Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Michael J. Brown | 12/10/2014 | 67,122 | | | 56.24 | 12/10/2024 | | | | | | | 12/10/2015 | 61,277 | | | 74.72 | 12/10/2025 | | | | | | | 12/13/2016 | 59,277 | | | 73.72 | 12/13/2026 | | | | | | | 12/12/2017 | 52,464 | | | 91.99 | 12/12/2027 | | | | | | | 12/12/2018 | 40,371 | | | 111.45 | 12/12/2028 | 1,076(2) | 109,203 | | | | | 12/10/2019 | 61,664 | | | 154.28 | 12/10/2029 | 1,620(3) | 164,414 | | | | | 12/8/2020 | 50,000 | 25,000(4) | | 133.22 | 12/8/2030 | | | | | | | 12/8/2020 | 37,500 | 37,500(5) | | 133.22 | 12/8/2030 | | | | | | | 12/7/2021 | 56,673 | | 56,673(12) | 116.08 | 12/7/2031 | 3,935(11) | 399,363 | 31,481(11) | 3,195,007 | | | 12/6/2022 | 35,437 | | 106,310(14) | 90.26 | 12/6/2032 | 5,764(13) | 584,988 | 51,871(13) | 5,264,388 | | | 12/12/2023 | | | 132,470(1) | 91.66 | 12/12/2033 | | | 56,755(1) | 5,760,065 | | Rick L. Weller | 12/10/2014 | 26,849 | | | 56.24 | 12/10/2024 | | | | | | | 12/10/2015 | 25,532 | | | 74.72 | 12/10/2025 | | | | | | | 12/13/2016 | 24,699 | | | 73.72 | 12/13/2026 | | | | | | | 12/12/2017 | 21,860 | | | 91.99 | 12/12/2027 | | | | | | | 12/12/2018 | 30,951 | | | 111.45 | 12/12/2028 | 825(2) | 83,729 | | | | | 4/4/2019 | 13,620 | 13,619(6) | | 141.03 | 4/4/2029 | 4,431(7) | 449,702 | | | | | 4/4/2019 | 8,403 | 10,979(8) | 36,506(8) | 141.03 | 4/4/2029 | 3,573(9) | 362,624 | 11,879(9) | 1,205,600 | | | 12/10/2019 | 28,365 | | | 154.28 | 12/10/2029 | 745(3) | 75,610 | | | | | 11/5/2020 | 66,667 | 133,333(10) | | 98.46 | 11/5/2030 | | | | | | | 12/7/2021 | 17,204 | | 17,204(12) | 116.08 | 12/7/2031 | 1,194(11) | 121,179 | 9,556(11) | 969,838 | | | 12/6/2022 | 10,783 | | 32,349(14) | 90.26 | 12/6/2032 | 1,754(13) | 178,013 | 15,784(13) | 1,601,918 | | | 12/12/2023 | | | 40,309(1) | 91.66 | 12/12/2033 | | | 17,270(1) | 1,752,732 |

  36. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | | Option Awards | | | | | Restricted Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Nikos Fountas | 12/10/2014 | 21,479 | | | 56.24 | 12/10/2024 | | | | | | | 12/10/2015 | 16,341 | | | 74.72 | 12/10/2025 | | | | | | | 12/13/2016 | 19,759 | | | 73.72 | 12/13/2026 | | | | | | | 12/12/2017 | 17,488 | | | 91.99 | 12/12/2027 | | | | | | | 12/12/2018 | 13,457 | | | 111.45 | 12/12/2028 | 359(2) | 36,435 | | | | | 4/4/2019 | 13,620 | 13,619(6) | | 141.03 | 4/4/2029 | 4,431(7) | 449,702 | | | | | 4/4/2019 | 8,403 | 10,979(8) | 36,506(8) | 141.03 | 4/4/2029 | 3,573(9) | 362,624 | 11,879(9) | 1,205,600 | | | 12/10/2019 | 14,799 | | | 154.28 | 12/10/2029 | 389(3) | 39,480 | | | | | 11/5/2020 | 66,667 | 133,333(10) | | 98.46 | 11/5/2030 | | | | | | | 12/7/2021 | 16,616 | | 16,616(12) | 116.08 | 12/7/2031 | 1,154(11) | 117,119 | 9,229(11) | 936,651 | | | 12/6/2022 | 10,106 | | 30,316(14) | 90.26 | 12/6/2032 | 1,644(13) | 166,850 | 14,792(13) | 1,501,240 | | | 12/12/2023 | | | 37,777(1) | 91.66 | 12/12/2033 | | | 16,185(1) | 1,642,616 | | Kevin J. Caponecchi | 12/10/2014 | 11,849 | | | 56.24 | 12/10/2024 | | | | | | | 12/10/2015 | 20,426 | | | 74.72 | 12/10/2025 | | | | | | | 12/13/2016 | 19,759 | | | 73.72 | 12/13/2026 | | | | | | | 12/12/2017 | 17,488 | | | 91.99 | 12/12/2027 | | | | | | | 12/12/2018 | 13,457 | | | 111.45 | 12/12/2028 | 359(2) | 36,435 | | | | | 4/4/2019 | 13,620 | 13,619(6) | | 141.03 | 4/4/2029 | 4,431(7) | 449,702 | | | | | 4/4/2019 | 8,403 | 10,979(8) | 36,506(8) | 141.03 | 4/4/2029 | 3,573(9) | 362,624 | 11,879(9) | 1,205,600 | | | 12/10/2019 | 14,799 | | | 154.28 | 12/10/2029 | 389(3) | 39,480 | | | | | 11/5/2020 | 66,667 | 133,333(10) | | 98.46 | 11/5/2030 | | | | | | | 12/7/2021 | 16,616 | | 16,616(12) | 116.08 | 12/7/2031 | 1,154(11) | 117,119 | 9,229(11) | 936,651 | | | 12/6/2022 | 10,106 | | 30,316(14) | 90.26 | 12/16/2032 | 1,644(13) | 166,850 | 14,792(13) | 1,501,240 | | | 12/12/2023 | | | 37,777(1) | 91.66 | 12/12/2033 | | | 16,185(1) | 1,642,616 |

  37. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | | Option Awards | | | | | Restricted Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($) | | Juan C. Bianchi | 12/10/2015 | 3,268 | | | 74.72 | 12/10/2025 | | | | | | | 12/13/2016 | 7,903 | | | 73.72 | 12/13/2026 | | | | | | | 12/12/2017 | 10,493 | | | 91.99 | 12/12/2027 | | | | | | | 12/12/2018 | 10,766 | | | 111.45 | 12/12/2028 | 359(2) | 36,435 | | | | | 4/4/2019 | 13,620 | 13,619(6) | | 141.03 | 4/4/2029 | 4,431(7) | 449,702 | | | | | 4/4/2019 | 8,403 | 10,979(8) | 36,506(8) | 141.03 | 4/4/2029 | 3,573(9) | 362,624 | 11,879(9) | 1,205,600 | | | 12/10/2019 | 14,799 | | | 154.28 | 12/10/2029 | 389(3) | 39,480 | | | | | 11/5/2020 | 66,667 | 133,333(10) | | 98.46 | 11/5/2030 | | | | | | | 12/7/2021 | 16,616 | | 16,616(12) | 116.08 | 12/7/2031 | 1,154(11) | 117,119 | 9,229(11) | 936,651 | | | 12/6/2022 | 10,106 | | 30,316(14) | 90.26 | 12/6/2032 | 1,644(13) | 166,850 | 14,792(13) | 1,501,240 | | | 12/12/2023 | | | 37,777(1) | 91.66 | 12/12/2033 | | | 16,185(1) | 1,642,616 |

  38. Outstanding Equity Awards at Fiscal Year-End for 2023

    | 1. | See footnotes to table under “Grants of Plan-Based Awards for 2023” for a description of the vesting schedule for these awards. | | 2. | Restricted stock award granted on December 12, 2018. The remaining award will vested in fiscal year 2023, contingent upon the achievement of adjusted operating income of $60 million such year and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2023 performance vested on February 22, 2024. | | 3. | Restricted stock award granted on December 10, 2019. The remaining award vested in fiscal year 2023, contingent upon the achievement of adjusted operating income of $60 million such year and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2023 performance vested on February 22, 2024. | | 4. | Stock option award granted December 8, 2020. Stock option award with 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $60 million adjusted operating income for the year 2022 or 50,000 of the options, less any options vested in the prior year related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $120 million cumulative adjusted operating income for the two years ended 2022 and 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $60 million adjusted operating income for the year 2023 or 75,000 of the options, less any options vested in the prior two years related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $180 million cumulative adjusted operating income for the three years ended 2023. The stock option awards earned based on 2023 performance vested on February 22, 2024. | | 5. | Stock option award granted December 8, 2020. Stock option award with 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $3.50 adjusted Earnings Per Share (EPS) for either the year 2021 or 2022 and 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $3.50 adjusted EPS for the year ended 2023 less any amounts vested in the prior year related to this award or 75,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $4.00 adjusted EPS for any of the three years ended 2023 less any amounts vested in the prior year related to this award. | | 6. | Stock option award granted April 4, 2019. The award vests based on achieving adjusted EPS CAGR equaling or exceeding 3%, measured through the four-year period ending 2022 for 50% of the option award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. Maximum amounts are reported based on performance to date. The stock option awards earned based on 2023 performance vested on February 22, 2024. | | 7. | Restricted stock award granted April 4, 2019. The award vests based on achieving adjusted EPS CAGR equaling or exceeding 3%, measured through the four-year period ending 2022 for 50% of the stock award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. Maximum amounts are reported based on performance to date. The shares earned based on 2023 performance vested on February 22, 2024. | | 8. | Stock option award granted April 4, 2019. The award vests proportionally upon achieving adjusted EPS CAGR ranging from 0 - 25%, with 100% of the awards vesting upon achieving 25%, measured through the four-year period ending 2022 for 50% of the option award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. 15% of the maximum award is reported based on performance to date. | | 9. | Restricted stock award granted April 4, 2019. The award vests proportionally upon achieving adjusted EPS CAGR ranging from 0 - 25%, with 100% of the awards vesting upon achieving 25%, measured through the four-year period ending 2022 for 50% of the stock award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. 15% of the maximum award is reported based on performance to date. The shares earned based on 2023 performance vested on February 22, 2024. | | 10. | Stock option award granted November 5, 2020. The award vests up to 33% in February 2023 upon the achievement of a 15% increase in the share price for a 30 day period within two years of the grant date and a 10% increase in adjusted EPS per year, and the remaining award will vest in February 2024 upon the achievement of 10% growth in adjusted EPS per year. The stock option awards earned based on 2023 performance vested on February 22, 2024. | | 11. | Restricted stock award granted December 7, 2021 that has two components: 1) 40% of the award will vest evenly over four years subject to the Company producing at least $60 million adjusted operating income each year of vesting upon the filing of the Company's annual Form 10-K for the years ending 2022, 2023, 2024 and 2025; and 2) up to 60% of the award will vest at the end of the third calendar year subject to the Company achieving compounded annualized growth rates ("CAGR") in adjusted constant currency earnings per share. 20% of the award will vest if the Company achieves a threshold 5% CAGR, 40% of the award will vest if the Company achieves a target 7.5% CAGR, and 60% of the award will vest if the Company achieves a maximum 10% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2024. |

  39. Outstanding Equity Awards at Fiscal Year-End for 2023

    | 12. | Stock option award granted December 7, 2021 that vests evenly over four years upon the achievement of a 10% increase over the share price on the date of the grant for 30 consecutive days. Stock price market performance criteria has been met. | | 13. | Restricted stock award granted on December 6, 2022 has two components: 1) 40% of the award will vest evenly over four years subject to the Company producing at least $60 million adjusted operating income each year of vesting upon the filing of the Company's annual Form 10-K for the years ending 2024, 2025, 2026 and 2027; and 2) up to 60% of the award will vest at the end of the third calendar year subject to the Company achieving compounded annualized growth rates ("CAGR") in adjusted constant currency earnings per share. 20% of the award will vest if the Company achieves a threshold 5% CAGR, 40% of the award will vest if the Company achieves a target 7.5% CAGR, and 60% of the award will vest if the Company achieves a maximum 10% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2026. | | 14. | Stock option award granted on December 6, 2022 vests evenly over four years upon the achievement of a 10% increase over the share price on the date of the grant for 30 consecutive days. |

  40. Option Exercises and Stock Vested for 2023

    Option Exercises and Stock Vested for 2023 The following table sets forth certain information concerning options exercised and stock vested for the Named Executive Officers during the fiscal year ended December 31, 2023.

  41. Option Exercises and Stock Vested for 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Michael J. Brown | 67,824 | $2,781,058 | 7,937 | $853,704 | | Rick L. Weller | 27,130 | 1,193,449 | 10,476 | 1,126,799 | | Nikos Fountas | 18,991 | 835,604 | 9,502 | 1,022,035 | | Kevin J. Caponecchi | — | — | 9,502 | 1,022,035 | | Juan C. Bianchi | — | — | 9,502 | 1,022,035 |

  42. Option Exercises and Stock Vested for 2023

    Market value of underlying securities on the date of exercise, minus the exercise price.

  43. CEO Pay Ratio

    CEO Pay Ratio The Company's compensation and benefits philosophy and the overall structure of its compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to the Company's success. Euronet strives to ensure the pay of every employee reflects the level of their job impact and responsibilities and is competitive within the Company's peer group. Compensation rates are benchmarked and set to be market-competitive in the country in which the jobs are performed. Euronet's ongoing commitment to pay equity is critical to its success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Euronet employs over 10,000 people in more than 62 countries. The ratio of the 2023 total annual compensation of the CEO to that of the median of the Company's other employees was 465:1 The median employee was identified by using the annual base salary of all employees as of December 31, 2023. Amounts stated in foreign currency were converted into U.S. dollars at the average 2023 foreign currency exchange rate. Annual base salary was the compensation measure used as it was the measure which was universally, consistently and reliably available in our employee information system. Total annual compensation was not used because it could not be efficiently and reliably obtained for every employee as our employees work in more than 62 countries using myriad payroll systems. However, our assessment is that the exclusion of compensation elements other than base salary does not materially affect the identification of the median employee. For 2023, the annual total compensation of the median employee was $29,745 and the annual total compensation of our CEO was $13,816,268. The total annual compensation of the median employee was determined on the same basis as that of the CEO. No cost-of-living adjustment was made.

  44. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (CAP) and certain financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please read "Compensation Discussion and Analysis"..

  45. Pay Versus Performance

    | | | | | | Value of Initial fixed $100 investment based on: | | | | | | Summary Compensation Total Table for PEO | Compensation Actually Paid to PEO | Average Summary Compensation Table Total for Non-PEO NEO | Average Compensation Actually Paid to Non- PEO NEOs | Total Shareholder Return (TSR) | Peer Group Total Shareholder Return | Net Income ($ millions) | Company Selected Measure (CSM) - Constant Currency Adjusted Earnings per Share | | Year | ($) (1) | (2) | (3) | (4) | (5) | (6) | (7) | (8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $13,816,268 | $16,275,105 | $4,509,404 | $5,434,412 | $64.41 | $139.05 | $279.7 | $7.45 | | 2022 | $13,817,351 | $11,540,240 | $4,511,334 | $3,949,725 | $59.90 | $117.58 | $231.0 | $7.23 | | 2021 | $11,680,872 | $8,155,437 | $3,910,371 | $822,983 | $75.63 | $135.32 | $70.7 | $3.66 | | 2020 | $10,533,666 | $10,336,215 | $6,267,505 | $8,741,455 | $91.98 | $132.61 | $(3.3) | $2.89 |

  46. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts reported for Mr. Brown, our CEO (referred to in the table and related information as the “PEO” or principal executive officer), for each corresponding year in the Total column of the Summary Compensation Table in each applicable year. | | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid to Mr. Brown, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation realized or received by Mr. Brown. In accordance with these rules, these amounts reflect Total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |

  47. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $13,816,268 | $13,817,351 | $11,680,872 | $10,533,666 | | Less, value of Stock Awards reported in Summary Compensation Table | (10,404,260) | (10,404,250) | (9,135,727) | (9,673,424) | | Less, Change in Pension Value reported in Summary Compensation Table | — | — | — | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 11,492,042 | 10,910,614 | 9,384,222 | 10,381,368 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | 1,210,527 | (1,648,612) | (2,369,813) | 353,655 | | Plus fair value as of the vesting date of equity awards granted and vested in the year | — | — | — | — | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 160,528 | 23,827 | (233,888) | 272,517 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | (1,158,690) | (1,170,229) | (1,541,567) | | Plus, pension service cost for services rendered during the year | — | — | — | — | | Compensation Actually Paid to PEO as calculated | $16,275,105 | $11,540,240 | $8,155,437 | $10,326,215 |

  48. Pay Versus Performance

    | (3) The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Brown in the Total column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: Rick L. Weller, Nikos Fountas, Kevin J. Caponecchi, and Juan C. Bianchi. | | (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to NEOs as a group (excluding Mr. Brown), as computed in accordance with item 402(v) of Regulation S-K and do not reflect the total compensation realized or received by such persons. |

  49. Pay Versus Performance

    In accordance with these rules, these amounts reflect Total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.

  50. Pay Versus Performance

    | Average Compensation Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $4,509,404 | $4,511,334 | $3,910,371 | $6,267,505 | | Less, value of Stock Awards reported in Summary Compensation Table | (3,016,741) | (3,016,730) | (2,702,164) | (5,721,164) | | Less, Change in Pension Value reported in Summary Compensation Table | — | — | — | — | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 3,238,180 | 3,163,551 | 2,772,164 | 8,827,358 | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in the year | 304,426 | (629,997) | (2,555,345) | (167,623) | | Plus fair value as of the vesting date of equity awards granted and vested prior years | — | — | — | — | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | 399,143 | 263,317 | (85,149) | 81,324 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | (341,750) | (516,894) | (545,945) | | Plus, pension service cost for services rendered during the year | — | — | — | — | | Average Compensation Actually Paid to Non-PEO NEOs | $5,434,412 | $3,949,725 | $822,983 | $8,741,455 |

  51. Pay Versus Performance

    | (5) Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is the closing price on December 31, 2019 | | (6) The peer group used for calculating Peer Group Total Shareholder Return is the same peer group used by the Company for benchmarking compensation. | | (7) The amounts reported are from the Company’s audited financial statements for the applicable year. | | (8) Adjusted Earnings per Share on a constant currency basis is a non-GAAP financial measure. For additional information including a corresponding reconciliation to GAAP financial measures, see Appendix A Reconciliation of Adjusted Earnings per Share on a constant currency basis. |

  52. Pay versus Performance: Most Important Measures

    Pay versus Performance: Most Important Measures The most important financial performance measure used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance is Adjusted Earnings per Share on a constant currency basis, adjusted operating income and increases in the Company's stock prices. These performance measures are included and considered in the evaluation of Company performance as part of executive compensation.

  53. Pay Versus Performance: Graphical Description

    Pay Versus Performance: Graphical Description The illustrations below provide a graphical description of CAP and the following measures: the Company’s cumulative TSR and Peer Group’s cumulative TSR: the Company’s Net Income; and the Company Selected Measure, which for Euronet is Adjusted Earnings per Share on a constant currency basis

  54. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In 2023, non-management Directors received $250,000 annually for serving on the Board. The Board fee consisted of annual cash compensation in the amount of $100,000 paid at the beginning of the term and common stock valued at $150,000 that is granted on the date of our annual meeting of stockholders and vests immediately. Non-management Directors received additional annual compensation for serving in certain Board leadership roles as follows: (i) the Lead Independent Director received cash compensation of $30,000, (ii) the Chairperson of the Audit Committee received cash compensation of $25,000, (iii) the Chairman of the Compensation Committee received cash compensation of $20,000, and (iv) the Chairman of the Nominating and Corporate Governance Committee received cash compensation of $15,000. Directors may elect to take all of their Board fees as an award of common stock. We believe that the compensation paid to non-management Directors in 2023 was appropriate. During 2023, in addition to reimbursement of out-of-pocket expenses, each non-management Director was compensated as summarized in the table below:

  55. Director Compensation for 2023

    Director Compensation for 2023

  56. Director Compensation for 2023

    | Name | Fees Earned or Paid in Cash | Stock Awards(5) | Total | | Thomas A. McDonnell (1) | $130,000 | $150,000 | $280,000 | | M. Jeannine Strandjord (2) | 125,000 | 150,000 | 275,000 | | Andrew B. Schmitt (3) | 120,000 | 150,000 | 270,000 | | Paul S. Althasen (4) | 115,000 | 150,000 | 265,000 | | Michael N. Frumkin | 100,000 | 150,000 | 250,000 | | Dr. Andrzej Olechowski | 100,000 | 150,000 | 250,000 | | Ligia Torres Fentanes | 100,000 | 150,000 | 250,000 |

  57. Director Compensation for 2023

    Includes $30,000 in cash for his role as Lead Independent Director. Includes $25,000 in cash for her role as Chairperson of the Audit Committee. Includes $20,000 in cash for his role as Chairperson of the Compensation Committee. Includes $15,000 in cash for his role as Chairperson of the Nominating and Corporate Governance Committee. The stock awards granted to Directors as compensation vest immediately on the grant date. For 2023, the value per share at the grant date (May 18, 2023, the date of last year's annual meeting) was $117.49 per share for each non-management Director. The aggregate grant date fair value is computed in accordance with FASB Accounting Standards Codification Topic 718.