DEF 14A of International Money Express, Inc.
Filed Apr 29, 2024 · FY20230001683695-24-000090
Robert Lisy
| NAMED EXECUTIVE OFFICER COMPENSATION | 42 | | | SUMMARY COMPENSATION TABLE | 42 | | | 2023 GRANTS OF PLAN-BASED AWARDS TABLE | 44 | | | OUTSTANDING EQUITY AWARDS AT END OF FISCAL YEAR 2023 | 45 | | | OPTION EXERCISES AND STOCK VESTED FOR 2023 TABLE | 46 | | | EMPLOYMENT AGREEMENTS | 46 | | | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL | 50 | | | 2023 PAY VERSUS PERFORMANCE | 56 | | | CEO PAY RATIO | 60 | | | DIRECTOR COMPENSATION | 61 | | | OVERVIEW | 61 | | | DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023 | 62 | | | PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 63 | | | PROPOSAL THREE - APPROVAL OF A NON-BINDING ADVISORY RESOLUTION REGARDING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | 65 | | | CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 66 | | | REVIEW OF RELATED PARTY TRANSACTIONS | 66 | | | CERTAIN RELATED PARTY TRANSACTIONS | 66 | | | OWNERSHIP OF SECURITIES | 68 | | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 68 | | | SECTION 16(A) REPORTS | 70 | | | AUDIT COMMITTEE REPORT | 71 | | | OTHER MATTERS | 72 | |
ELECTION OF THREE CLASS III DIRECTORS
ELECTION OF THREE CLASS III DIRECTORS
General
General Our Board of Directors currently consists of nine members who are divided into three classes with staggered three-year terms. Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, and nine directors are currently authorized. Any increase or decrease in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of an equal number of directors. As previously announced, on April 18, 2024, Justin Wender, a Class I Director, informed the Company that he will resign from the Board, effective as of the date of the 2024 Annual Meeting. The Company thanks Mr. Wender for his dedicated Board service. Effective upon Mr. Wender's departure, the size of the Board will be eight members.
Nominees for Class III Directors
Nominees for Class III Directors Three candidates have been nominated for election as Class III directors at the 2024 Annual Meeting for a three-year term expiring in 2027. Upon recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Robert Lisy, Adam Godfrey and Michael Purcell for election as Class III directors. Biographical information about each of the nominees is contained in the following section. A discussion of the qualifications, attributes and skills of each nominee that led our Board of Directors and the Nominating and Corporate Governance Committee to the conclusion that he or she should continue to serve as a director follows each of the director and nominee biographies. If you are a stockholder of record and you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the election of Messrs. Lisy, Godfrey and Purcell. Each of Messrs. Lisy, Godfrey and Purcell has accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the 2024 Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board of Directors to fill such vacancy. If you wish to give specific instructions with respect to the voting of directors, you may do so by indicating your instructions on your proxy card. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter.
Recommendation of the Board
Recommendation of the Board THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF ROBERT LISY, ADAM GODFREY AND MICHAEL PURCELL.
Information Regarding the Board of Directors and Director Nominees
Information Regarding the Board of Directors and Director Nominees Our Board is presently fixed at nine directors in accordance with the bylaws of the Company. The Board of Directors is divided into three classes designated as Class I, Class II and Class III. One class of directors is elected at each annual meeting of our stockholders for a term of three years. Each director holds office until his or her successor has been duly elected and qualified, or the director’s earlier resignation, death or removal. The term of the Board’s Class III directors expires at the 2024 annual meeting of stockholders, the term of the Class I directors expires at the 2025 annual
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Information Regarding the Board of Directors and Director Nominees
meeting of stockholders, and the term of the Board’s Class II directors expires at the 2026 annual meeting of stockholders. Set forth below are the name and age of each of the current directors of the Company, positions with the Company, term of office as a director of the Company, and business experience during the past five years or more.
Information Regarding the Board of Directors and Director Nominees
| Name | Age | Position | Director Since | Director Class | | Robert Lisy | 66 | Chief Executive Officer, President and Chairman of the Board of Directors | 2018 | III | | Debra Bradford | 65 | Director | 2022 | II | | Bernardo Fernández | 62 | Director | 2022 | I | | Adam Godfrey | 62 | Director | 2018 | III | | Karen Higgins-Carter | 54 | Director | 2023 | II | | Laura Maydón | 50 | Director | 2020 | I | | Michael Purcell | 67 | Lead Independent Director | 2018 | III | | John Rincon | 59 | Director | 2018 | II | | Justin Wender(1) | 54 | Director | 2018 | I |
Information Regarding the Board of Directors and Director Nominees
Robert Lisy has served as a director of International Money Express, Inc. since 2018. Mr. Lisy served as a director of International Money Express Sub 2, LLC’s predecessor entities from 2009 to 2018. Mr. Lisy is the Chief Executive Officer, President, and Chairman of the Board of Directors of International Money Express, Inc. and its predecessors, which he joined in 2009. Mr. Lisy has more than 30 years of experience in the retail financial services and electronic payment processing industry in various positions, including three years as the Chief Marketing and Sales Officer of Vigo Remittance Corp., a money transfer and bill payments service in the United States and internationally, and over seven years at Western Union in various sales, marketing and operational positions of increasing responsibility. Mr. Lisy was a founding partner of Direct Express/Paystation America, which offered, among other things, prepaid debit cards to federal benefit recipients, where he served as Chief Operating Officer and on the board of directors. He was an integral part in the efforts to successfully sell Direct Express in 2000 to American Payment Systems. Mr. Lisy holds a bachelor’s degree in Finance from Cleveland State University. We believe that Mr. Lisy’s experience as the Chairman and Chief Executive Officer of Intermex coupled with his extensive operational experience in the retail financial services and remittance industries make him well qualified to serve as a director. Debra Bradford was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Ms. Bradford is President, Merchant Services of First American Payment Systems, a global solutions provider in merchant account services. She joined First American Payment Systems in 2001 and has served as President and Chief Financial Officer since 2008. Prior to joining First American Payment Systems, Ms. Bradford served as Senior Vice President and Chief Financial Officer of ACE Cash Express, Inc., a financial services retailer, and in various roles, including Chief Operating Officer, with IPS Card Solutions (formerly NTS, Inc.), a division of First Data Corporation. Ms. Bradford also serves on the Board of Directors and Audit Committee and Risk and Compliance Committee of Triumph Bancorp, Inc. (NASDAQ: TBK), which offers a diversified line of banking, payments and factoring services. Ms. Bradford holds a Bachelor’s of Science in Business Administration — Accounting degree from the University of Texas in Austin. She is a Certified Public Accountant and a member of the Texas Society of Certified Public Accountants. We believe that Ms.
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Information Regarding the Board of Directors and Director Nominees
Bradford’s extensive professional experience in the financial services industry and public company board experience makes her well qualified to serve as a director. Bernardo Fernández was appointed to the Board of Directors of International Money Express, Inc. effective January 7, 2022. Dr. Fernández is the Corporate Physician Executive of Broward Health since January of 2024. Prior to that, Dr. Fernandez was the Chief Executive Officer of Baptist Health Medical Group, a network of more than 250 physicians in multiple specialties spanning across several counties in south Florida, a position he held from 2014 to 2023. Before joining Baptist Health Medical Group, Dr. Fernández served as CEO and President of Cleveland Clinic Florida from 2006 to 2014, an academic health system. Dr. Fernández is also on the Board of Directors and the Audit & Risk Committee of U.S. Century Bank (NASDAQ: USCB), which offers a wide range of financial products and services. In addition, he serves on the board of trustees for St. Thomas University and the board of advisors of the Health Network Foundation, and is a member of the Orange Bowl Committee and the East Ridge Corporate Advisory Board. Dr. Fernández holds a Bachelor’s of Science degree in Biology and a Master's in Business in Administration from the University of Miami, and is also a graduate of the Wharton School of Business Executive Development Program. He received his medical degree from the Ponce School of Medicine in Ponce, Puerto Rico. Dr. Fernández is the holder of the John and Margaret Krupa Distinguished Chair, is Board-certified by the American Board of Vascular Medicine and is a Fellow of the Society of Vascular Medicine and the American College of Physicians. We believe that Dr. Fernández’s extensive professional experience as an executive of various entities as well as his experience as a board member of a financial institution make him well qualified to serve as a director. Adam Godfrey has served as a director of International Money Express, Inc. since 2018. Mr. Godfrey served as a director of the Company’s predecessor entity from 2006 to 2017. Mr. Godfrey is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Mr. Godfrey is an investment professional and has sourced and managed numerous investments for Stella Point Capital. Previously, Mr. Godfrey spent nearly 19 years with Lindsay Goldberg and its predecessor entities, which he joined in 1992. Mr. Godfrey was a Partner at the firm and served on the board of directors of 12 portfolio companies during his time with Lindsay Goldberg. Currently, he serves on the board of directors of SPC Velir, LP, Vereco Holdings, LLC, Autoagent Holdings LLC, TotalMed Holdings, LLC, and American Orthodontics Corporation. He also served on the board of directors for publicly traded Schneider National, Inc. (NYSE: SNDR) until March 2023. Mr. Godfrey holds a bachelor’s degree from Brown University and a master’s degree in business administration from the Tuck School of Business at Dartmouth. We believe that Mr. Godfrey’s extensive investment management and transactional experience coupled with his experience serving on the boards of directors of publicly traded and other companies make him well qualified to serve as a director. Karen Higgins-Carter was appointed to the Board of Directors of International Money Express, Inc. effective December 15, 2023. Ms. Higgins-Carter is the Executive Vice President, Chief Information and Digital Officer of Gilbane Building Company, a construction and real estate development company. Before joining Gilbane, Ms. Higgins-Carter was Chief Information Officer at publicly traded Webster Financial Corporation (NSYE: WBS) from 2018 to 2022. Earlier, Ms. Higgins-Carter was the Managing Director, Head of the Office of the CIOO at MUFG Union Bank, Technology General Manager for Bridgewater Associates, and the Managing Director, Head of Consumer Risk Technology at JPMorgan Chase. Ms. Higgins-Carter has served since May 2022 on the boards of Otsuka America Pharmaceutical, Inc. and Otsuka Pharmaceutical Development & Commercialization, Inc., and is a member of the Compensation and Organizational Development committee. Ms. Higgins-
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Carter earned a dual degree in Mechanical Engineering (BSME) and Economics and Business (BA) at Lafayette College. Ms. Higgins-Carter has also completed executive education programs at MIT Sloan (Corporate Innovation; Blockchain Technologies) and Harvard (Cybersecurity: The Intersection of Policy and Technology). She maintains an active Certified Information Systems Security Professional (CISSP) credential. We believe that Ms. Higgins-Carter's extensive cybersecurity and information technology background, as well as professional experience as an executive of various entities make her well qualified to serve as a director. Laura Maydón has served as a director of International Money Express, Inc. since 2020. Ms. Maydón is co-founder and partner of Ascendo, a venture capital firm providing inclusive access to equity capital for overlooked scalable companies. Ascendo invests in early-stage companies led by exceptional Black or Latin or female founders nationwide. Ms. Maydón was the founding Managing Director and CEO for Endeavor Miami, an entrepreneurial accelerator for scale-ups, which she co-founded and led from September 2013 to June 2019, when she stepped away from day-to-day activities to serve for a year as a board member. From 2003 to 2013, Ms. Maydón held a variety of positions of increasing responsibility at Visa (NYSE: V), ultimately serving from 2010 through 2013 as Senior Business Leader, Commercial Solutions, LATAM & Caribbean after having been Business Development Leader, LATAM & Caribbean from 2004 to 2010. She previously served on the Board of Advisors of Sustalytics, Musicasa, and Novopayment, three tech companies, as well as an independent director on the board of directors of Natural Fiber Welding from 2021 to 2023. She is also a member of the Investment Committee of Salkantay Ventures. She holds a Master of Business Administration from Harvard Business School and a B.S in Economics from Instituto Tecnológico Autónomo de México. We believe that Ms. Maydón’s years of experience at Visa and Endeavor Miami and knowledge of digital financial and payment services, make her well-qualified to serve as a director. Michael Purcell has served as a director of International Money Express, Inc. since 2018 and was appointed lead independent director for the Company on September 24, 2020. Mr. Purcell is a certified public accountant and became an independent business consultant following retirement in 2015. Mr. Purcell spent more than 36 years with Deloitte & Touche LLP (“Deloitte”), where he was an audit partner and the Philadelphia office leader of Deloitte’s middle-market and growth enterprise services. Mr. Purcell has served on the boards of directors of numerous companies and organizations, and currently serves as a board member of publicly traded Hepion Pharmaceuticals, Inc. (NASDAQ: HEPA). Mr. Purcell also serves as a director and a member of the audit committee for each of CFG Bank and Hyperion Bank and as a director of several other for-profit and non-profit entities. Mr. Purcell formerly served as chairman of the board, director and chair of the audit committee of publicly traded Tabula Rasa HealthCare, Inc. (NASDAQ: TRHC) from 2018 until 2023. He is a member of the American Institute of Certified Public Accountants and a former President of the Philadelphia Chapter of the Pennsylvania Institute of Certified Public Accountants. Mr. Purcell holds a bachelor’s degree from Lehigh University and a master’s degree in business administration from Drexel University. We believe that Mr. Purcell’s extensive public accounting experience coupled with his experience serving on boards of directors make him well qualified to serve as a director. John Rincon has served as a director of International Money Express, Inc. since 2018. Mr. Rincon served as a director of the Company’s predecessor entity from 1994 to 2017. Mr. Rincon founded Intermex Wire Transfer, LLC in 1994 and served as its Chairman and President until 2006. Mr. Rincon has more than 20 years of experience in the money remittance and telecommunications industries, having held various management and supervisory positions prior to founding the Company. Mr. Rincon is the Chairman of Rincon Capital Partners, a private investment firm, which he founded in 2007. We believe that Mr. Rincon’s experience as the Company’s founder coupled with his
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Information Regarding the Board of Directors and Director Nominees
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Information Regarding the Board of Directors and Director Nominees
extensive operational and transactional experience in the money remittance industry make him well qualified to serve as a director. Justin Wender has served as a director of International Money Express, Inc. since 2018. Mr. Wender served as a director of Interwire LLC, an affiliate of Stella Point Capital, from 2017 to 2018. Mr. Wender is a Managing Partner of Stella Point Capital, which he co-founded in 2012. Stella Point Capital is a New York-based private equity firm focused on industrial, consumer and business services investments. Mr. Wender is an investment professional and has sourced and managed numerous investments for Stella Point Capital. Mr. Wender serves as trustee of the Weitz Funds. Previously, Mr. Wender spent more than 17 years at Castle Harlan, which he joined in 1993. Mr. Wender served as President of the firm from 2006 to 2010, led the effort of raising two funds, and served on the board of directors of 11 portfolio companies during his time with Castle Harlan. Currently, he serves on the board of directors of SPC Velir, LP, Autoagent Holdings LLC, TotalMed Holdings, LLC and Vereco Holdings, LLC, as well as on the boards of several educational and charitable organizations. Mr. Wender holds a bachelor’s degree from Carleton College and a master’s degree in business administration from the Wharton School at the University of Pennsylvania.(1)
Information Regarding the Board of Directors and Director Nominees
| BOARD SKILLS AND EXPERIENCE | | | | | | | | | | | Qualification/Experience | Lisy | Godfrey | Wender(1) | Rincon | Purcell | Maydón | Bradford | Fernández | Higgins-Carter | | Strategic Planning and Business Development | • | • | • | • | • | • | • | • | • | | CEO/Executive Management & Leadership | • | | | • | • | • | • | • | • | | Risk Oversight & Compliance | • | | | • | • | | • | • | • | | FinTech, Payments & Remittance Business | • | • | • | • | • | • | • | | | | Digital Products & Innovation | • | | | • | | . | . | . | • | | Other Public Company Board Experience | | • | • | | • | | • | • | | | Governmental, Regulatory and Public Policy | • | | | . | | | | . | | | International/Emerging Markets Experience | • | | | • | | • | | | | | Financial Literacy | • | • | • | • | • | • | • | • | • | | Audit Committee Financial Expert | | | | • | • | | • | | | | Technology/Cybersecurity | | | | . | | | | | . | | Corporate Governance | | • | • | | • | • | • | • | • | | ESG & Sustainability | • | | | | • | • | • | • | | | Talent Management | • | • | • | • | | • | • | • | • |
Information Regarding the Board of Directors and Director Nominees
(1) Mr. Wender will resign from the Board, effective as of the date of the 2024 Annual Meeting.
Information Regarding the Board of Directors and Director Nominees
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Information Regarding the Board of Directors and Director Nominees
| PROXY STATEMENT | | | PROPOSAL ONE - ELECTION OF THREE CLASS III DIRECTORS | |
Guidelines for Selecting Director Nominees
Guidelines for Selecting Director Nominees The Nominating and Corporate Governance Committee considers persons identified by its members, management, stockholders, investment bankers and others. The Nominating and Corporate Governance Committee has no specific minimum qualifications for director candidates. In general, however, the Nominating and Corporate Governance Committee considers a number of qualifications relating to management and leadership experience, background, integrity and professionalism, as well as the candidate’s ability to satisfy the Nasdaq and SEC’s independence requirements, in evaluating a person’s candidacy for membership on the Board of Directors. The Nominating and Corporate Governance Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of Board members. The Nominating and Corporate Governance Committee does not distinguish among nominees recommended by stockholders and other persons. During 2023, the Board was actively seeking, and continues to actively seek, additional directors who satisfy Nasdaq and SEC independence requirements and increase diversity among the directors. The Company retained Egon Zehnder International to assist in the identification and recruitment of director candidates. As a result of those efforts, Ms. Higgins-Carter joined the Board in December 2023. To recommend a director candidate for consideration, a stockholder should submit a written statement of the qualifications of the proposed nominee, including full name and address, to the Nominating and Corporate Governance Committee, c/o Intermex’s Corporate Secretary, 9100 South Dadeland Blvd., Suite 1100, Miami, Florida 33156. Refer to “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?” in the section above captioned “Questions and Answers About the 2024 Annual Meeting and Procedural Matters” for information regarding the procedures for stockholders to nominate candidates to the Board at an annual meeting of stockholders.
Role and Independence of the Compensation Consultant
Role and Independence of the Compensation Consultant The Compensation Committee retained FW Cook as the Compensation Committee’s independent Compensation Consultant for assistance with determining executive officer compensation targets and the design of the Company’s Employee Incentive Bonus Plan, including for the year ended December
Role and Independence of the Compensation Consultant
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Role and Independence of the Compensation Consultant
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Role and Independence of the Compensation Consultant
31, 2023, determining director compensation for fiscal years 2023 and 2024 and the construction of the benchmarking peer group for compensation analysis. In retaining FW Cook, the Compensation Committee considered the six factors set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act. After review of information provided by each of the members of the Compensation Committee as well as information provided by FW Cook, the Compensation Committee determined that FW Cook is independent and there are no conflicts of interest raised by the firm’s work with the Compensation Committee.
Role of Peer Companies and Benchmarking
Role of Peer Companies and Benchmarking The Compensation Committee engages FW Cook to conduct an annual competitive review of the Company’s executive compensation program, which includes a market comparison of target total direct compensation (“TDC”) levels and an assessment of the Company’s aggregate LTI grant practices (e.g., share usage, dilution, aggregate LTI spend, etc.). FW Cook’s analysis uses a selection of peer group companies and supplements peer group data with general industry survey data scoped by revenue (for which the Committee does not review the specific participants). The peer companies are selected based on having similar size, scope of operations and business/industry fit as Intermex. The peer group development process focused primarily on two relevant size metrics, revenue and market capitalization, as these two metrics are strongly correlated to pay opportunities. The peer group was initially developed by FW Cook and approved by the Committee, and is reviewed annually to ensure it continues to be reasonable and fair for pay benchmarking purposes. The most recent peer group review occurred in July 2023, at which time there were no changes made to the following 14-company peer group previously approved by the Committee in August 2002, which was used for pay benchmarking purposes and pay determination in 2023:
Role of Peer Companies and Benchmarking
| Current 2023 Peer Group | | | | Cass Information Systems, Inc. | EVO Payments, Inc. | LendingClub Corp | | CSG Systems International, Inc. | EZCORP INC | Regional Management Corp. | | CURO Group Holdings Corp | goeasy Ltd. | Triumph Financial, Inc. | | Everi Holdings Inc. | GREEN DOT CORP | WORLD ACCEPTANCE CORP | | EVERTEC, Inc. | Information Services Group Inc. | |
Role of Peer Companies and Benchmarking
At the time the peer group was approved, Intermex’s revenue and market cap were near the median. The market data from the Compensation Consultant's analyses are used as one factor in the determination of executive compensation target pay levels, as more fully described below.
Role of Peer Companies and Benchmarking
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Role of Peer Companies and Benchmarking
| PROXY STATEMENT | | | COMPENSATION DISCUSSION AND ANALYSIS | |
Primary Components of our Executive Compensation for 2023
| Component | Description | Objective | | Base Salary | Base salaries are reviewed on an annual basis. Any adjustments are based on market conditions, level of responsibility and merit | To attract and retain high level talent and provide a competitive baseline level of fixed compensation to compensate for day-to-day responsibilities | | Annual Cash Incentive Bonus Plan | Annual cash-denominated performance-based component of executive compensation, expressed as a percentage of base salary | To reward executives for the Company's annual financial performance (Adjusted EBITDA) and achievement of short-term individual goals on annual and quarterly bases | | Long-Term Equity Incentive Awards | Stock awards, which may include restricted stock units (“RSUs”) or restricted stock awards (“RSAs”) and performance stock units (“PSUs”), that are granted on an annual basis and vest over multi-year periods subject to continued service and, in the case of PSUs, the achievement of certain performance conditions as determined by the Compensation Committee such as adjusted earnings per share | To align executive compensation with long-term value creation for our stockholders, drive executive retention and build ownership in the Company over time |
Base Salary
Base Salary All of our named executive officers receive a base salary that reflects the Committee’s assessment of the named executive officer's position, skills and value to the Company. It is the Committee’s philosophy to keep salaries within a competitive market range and adjust base salaries in response to changes in the size, scope or complexity of an executive’s job, or in connection with a promotion. For 2023, Mr. Lisy's annual base salary did not increase. Mr. Bende's, Mr. Hunt's and Mr. Aguilar's annualized base salaries increased by 5.0%, 6.4% and 4.8%, respectively, to recognize changes in market salary benchmarks for similar types of positions with comparable responsibilities. Mr. Nilsen's annualized base salary increased 4.8% from the prior year effective January 1, 2023 due to changes in market salary benchmarks for similar types of positions with comparable responsibilities, but decreased by 28.6% from the prior year, effective September 30, 2023, due to the change in Mr. Nilsen's title and role in the Company. Adjustments to Mr. Luciano's base salary represents normal course increases meant to align with the annual merit adjustments made by the Company for other employees. The 2023 annualized base salary actions for our named executive officers are summarized in the following table:
Annual Cash Incentive Awards
Annual Cash Incentive Awards We maintain the Employee Incentive Bonus Plan (the “Bonus Plan”), which is an annual, cash-based incentive plan, in which certain United States sales employees and all non-sales employees, including the named executive officers, participate. For 2023, payments under the Bonus Plan for the named executive officers, other than the CEO, were determined based on completion of certain individual performance objectives weighted at 25% (the “Individual component”) and Company-wide Adjusted EBITDA targets weighted at 75% (the “Adjusted EBITDA component”). For the CEO, the bonus is determined 100% based on the Adjusted EBITDA component to emphasize the importance of Company financial performance. Refer to the “Non-GAAP Financial Measures” section of Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for our calculation and reconciliation to the most directly comparable GAAP financial measure of Adjusted EBITDA.2 Each named executive officer’s target bonus amount was generally determined at the outset of the year and was expressed as a percentage of such officer’s base salary. For 2023, Mr. Lisy's target bonus amount remained unchanged from 2022 at 125% of base salary. The target bonus amounts increased for each of Messrs. Bende, Hunt and Luciano for the prior year (as a percentage of annualized base salary) to recognize changes in market bonus benchmarks for similar types of positions with comparable responsibilities, as well as individual performance. Mr. Aguilar's and Mr. Nilsen's target bonus amounts (as percentages of base salary) did not increase. The target bonus percentages for 2022 and 2023 are summarized in the table below:
Annual Cash Incentive Awards
| Named Executive Officer | 2022 | 2023 | % Change | | Robert Lisy | 125% | 125% | —% | | Andras Bende | 50% | 60% | 20.0% | | Joseph Aguilar | 50% | 50% | —% | | Christopher Hunt | 40% | 50% | 25.0% | | Randall D. Nilsen | 50% | 50% | —% | | Ernesto Luciano | 45% | 50% | 11.1% |
Annual Cash Incentive Awards
The table below summarizes the 2023 target bonus opportunities and earned amounts for all named executive officers: 2 Adjusted EBITDA is as defined in the "Non-GAAP Financial Measures" section of Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024.
Annual Cash Incentive Awards
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Annual Cash Incentive Awards
| PROXY STATEMENT | | | COMPENSATION DISCUSSION AND ANALYSIS | |
Annual Cash Incentive Awards
| | | | | Breakdown of Target Bonus Dollars | | Breakdown of Earned Bonus Dollars | | | Named Executive Officer | Target Bonus | Weighting | | Adjusted EBITDA | Individual Performance | Adjusted EBITDA | Individual Performance | | | | EBITDA | Individual | | | | | | Robert Lisy | $1,250,000 | 100% | —% | $1,250,000 | $— | $1,125,000 | $— | | Andras Bende | $283,500 | 75% | 25% | $212,625 | $70,875 | $191,565 | $70,488 | | Joseph Aguilar | $220,000 | 75% | 25% | $165,000 | $55,000 | $148,500 | $51,360 | | Christopher Hunt | $175,000 | 75% | 25% | $131,250 | $43,750 | $118,125 | $43,750 | | Randall D. Nilsen3 | $202,500 | 75% | 25% | $151,875 | $46,875 | $136,688 | $39,318 | | Ernesto Luciano | $148,700 | 75% | 25% | $111,525 | $37,175 | $100,373 | $34,109 |
Annual Cash Incentive Awards
Actual payouts under the plan may range from 0% to 150% of each executive’s target based on performance versus pre-established objectives. Under the terms of the Bonus Plan, the Individual component was measured and paid on a quarterly basis and may range from 0% to 150% of target. Half of the Adjusted EBITDA component is paid quarterly based on quarterly performance with the remainder of any earned portion of the Adjusted EBITDA component being payable subject to full-year performance. The quarterly payout for Adjusted EBITDA is made on a binary basis, such that if the quarterly target is achieved, then the quarterly payout is made (12.5% of the Adjusted EBITDA target), with no partial payout during a quarter if the target is not achieved. All quarterly Adjusted EBITDA targets were set at the beginning of the year. The Company uses a combination of quarterly individual targets and quarterly and annual Adjusted EBITDA targets to effectively motivate its executive team by balancing the focus and reward on both immediate near-term performance and longer-term performance. For the full-year Adjusted EBITDA component, the Compensation Committee sets threshold, target and maximum levels of performance at the outset of the year. Payout begins at threshold performance, which was set at 90% of the targeted Adjusted EBITDA amount, and achievement below 90% pays 0% of target. Target performance was set at 100% of the targeted Adjusted EBITDA amount, achievement of which pays 100% of target. Maximum payout of 150% requires performance at 115% of the targeted Adjusted EBITDA amount. There would be no payment under the Bonus Plan for performance below threshold and linear interpolation applies between threshold/target and target/maximum performance levels. For 2023, the quarterly Adjusted EBITDA targets were achieved at 100% for the first and second quarters, 97% for the third quarter and 96% for the fourth quarter. The full-year Adjusted EBITDA performance was $120.0 million versus the target of $120.3 million, resulting in a payout for the full-year Adjusted EBITDA of 90% of target annual bonus attributable to the Adjusted EBITDA performance (with final payout being reduced by the previously paid quarterly portion of the Adjusted EBITDA component bonus payments). 3 The Target Bonus represents the weighted average for 2023.
Annual Cash Incentive Awards
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Annual Cash Incentive Awards
| | PROXY STATEMENT | | COMPENSATION DISCUSSION AND ANALYSIS | |
Annual Cash Incentive Awards
Mr. Bende’s individual objectives were based, in part, on the following factors: (i) increasing investor interaction, (ii) improving liquidity and debt management, (iii) enhancing capital management, (iv) performing and leading merger and acquisition related activities, as well as integration activities related thereto, (v) overseeing the Company's operations in Europe, and (vi) monitoring and optimizing internal control and internal audit activities. In the aggregate, for all quarters in 2023, Mr. Bende’s average level of achievement of his individual objectives, as determined by the Compensation Committee, with input from the CEO, was 99% of the target Individual component. Mr. Aguilar’s individual objectives were based, in part, on the following factors: (i) leading the reorganization of the Latin American subsidiaries' management team and integration of certain functions, (ii) implementing cost savings strategies for banking and paying agent fees, (iii) improving customer and call center service experiences, and (iv) enhancing the anti-money laundering and regulatory compliance program of the Company and its foreign subsidiaries. In the aggregate, for all quarters in 2023, Mr. Aguilar’s average level of achievement of his individual objectives, as determined by the Compensation Committee, with input from the CEO, was 93% of the target Individual component. Mr. Hunt's individual objectives were based, in part, on the following factors: (i) implementing strategies to grow the Company's digital products and online business, (ii) overseeing development and implementation of the corporate headquarters’ relocation plan, and (iii) digital product development. In the aggregate, for all quarters in 2023, Mr. Hunt’s average level of achievement of his individual objectives, as determined by the Compensation Committee, with input from the CEO, was 100% of the target Individual component. Mr. Nilsen’s individual objectives through the third quarter of 2023 were tied to his former roles as Chief Revenue Officer until September 30, 2023 and were specifically measured based on factors that included: (i) market penetration, (ii) agent activation, and (iii) increasing sales volume. For the fourth quarter, his individual objectives were based solely on gross sales targets in his role as Executive Vice President of Intermex Retail Sales. In the aggregate, for all applicable quarters in 2023, Mr. Nilsen’s average level of achievement of his individual objectives, as determined by the Compensation Committee, with input from the CEO, was 77% of the target Individual component. Mr. Luciano’s individual objectives were based, in part, on the following factors: (i) overseeing regulatory and legal processes of merger and acquisition related activities, (ii) pursuing and advancing resolution of open litigation, (iii) negotiation of terms of key agreements, and (iv) assessing and evaluating the legal department productivity and providing recommendations for future enhancement. In the aggregate, for all quarters in 2023, Mr. Luciano’s average level of achievement of his individual objectives, as determined by the Compensation Committee, with input from the CEO, was 92% of the target Individual component. Based on the combined impact of Adjusted EBITDA and Individual component performance, the overall payout as a percent of target was 90.0% of target for the CEO (based on Adjusted EBITDA performance only) and ranged approximately from 90.4% to 93.9% of target for Messrs. Bende, Aguilar, Hunt, Nilsen and Luciano (based on quarterly and annual Adjusted EBITDA and quarterly Individual components performance).
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards We maintain a Long-Term Equity Incentive ("LTI") Plan under the International Money Express, Inc. 2020 Omnibus Equity Compensation Plan (the “2020 Plan”). The Company believes that a substantial portion of each named executive officer’s compensation should be paid in LTI
Long-Term Equity Incentive Awards
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Long-Term Equity Incentive Awards
| PROXY STATEMENT | | | COMPENSATION DISCUSSION AND ANALYSIS | |
Long-Term Equity Incentive Awards
compensation and should align the executive's interests with those of our stockholders through a combination of performance-based and time-based equity awards. In addition, the Committee believes LTI awards are a key component of market-competitive compensation and serve to attract and retain key executives while linking a substantial portion of their compensation to the attainment of predetermined financial objectives. The Compensation Committee approves annual LTI awards for the named executive officers based on several factors, including the level of responsibility within the organization, the individual’s contribution towards performance goals, and market data. The 2020 Plan provides for the granting of stock-based incentive awards, including stock options, RSUs, RSAs and PSUs to named executive officers, other Company employees, certain other service providers and independent directors of the Company. The Committee makes annual equity grants to its senior executives to provide continuous motivation and reward for performance, align with market practice and ensure continuous retention value that provides leadership continuity. Each executive’s annual LTI award is determined using market data as a guide. The long-term equity incentives granted in 2023 were provided in equal value-based amounts of service-vested RSAs or service-vested RSUs (50% weighting) and PSUs (50% weighting). These award types were used to strike an appropriate balance between stockholder aligned retention vehicles that are variable with the stock price and performance-based equity that ties compensation outcomes to the achievement of pre-established, multi-year financial performance goals. Additionally, the sole use of full-value awards, rather than stock options, keeps dilution and overhang levels low. RSAs and RSUs granted to the Company’s named executive officers generally vest in four equal annual installments beginning one year after the date of the grant, subject to continued employment. PSUs granted to the Company’s named executive officers generally vest subject to attainment of performance criteria during the designated performance period established by the Compensation Committee. The PSUs granted in 2022 to the Company's named executive officers vest based on the achievement of certain adjusted earnings per share ("Adjusted EPS") targets over a two-year performance period combined with a service period of three years. The PSUs granted in 2023 to the Company’s named executive officers vest based on the achievement of cumulative Adjusted EPS targets over a three-year performance period and service for a period of three years. There will be no payout of PSUs if the threshold performance is not achieved for the specific metric. The performance metric for the 2023 PSUs was three-year cumulative Adjusted EPS, which for each year is determined by dividing (i) Adjusted Net income as defined and reconciled to the most directly comparable GAAP Measure in the “Non-GAAP Financial Measures” section of Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 by (ii) GAAP weighted-average common shares outstanding (basic), which for purposes of this calculation has been assumed to remain constant over the performance period. Adjusted EPS was selected as the performance metric because it is believed to be an important financial metric linked to stock price performance and captures more variables than the Adjusted EBITDA metrics used in the annual incentive program. Each executive received a target allocation of PSUs by taking the intended PSU grant value and dividing it by the stock price on the grant date. The Committee determined a threshold, target and maximum level of performance which, if achieved, would result in 50%, 100% or 200% of the target PSUs being earned. Linear interpolation applies between threshold/target and target/maximum performance levels and no PSUs are earned for performance below the threshold level. Vesting is contingent on continued service through the end of
Long-Term Equity Incentive Awards
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Long-Term Equity Incentive Awards
| | PROXY STATEMENT | | COMPENSATION DISCUSSION AND ANALYSIS | |
Long-Term Equity Incentive Awards
the three-year service period. Following the conclusion of the performance period, the Compensation Committee will certify the number of PSUs earned. The size of the 2023 equity awards for each named executive officer was determined by reviewing market data (prepared by FW Cook), performance assessments, value of the named executive officer to the organization, and the value of unvested equity awards, among other factors. In March 2023, the Compensation Committee approved the following LTI awards:
Long-Term Equity Incentive Awards
| Named Executive Officers | Position | Target LTI ($) | RSAs ($) | RSUs ($) | PSUs ($) | | Robert Lisy | CEO & President | $4,000,000 | $2,000,000 | $— | $2,000,000 | | Andras Bende | Chief Financial Officer | $800,000 | $— | $400,000 | $400,000 | | Joseph Aguilar | President and General Manager - Latin America | $750,000 | $— | $375,000 | $375,000 | | Christopher Hunt | Chief Operating Officer | $475,000 | $— | $237,500 | $237,500 | | Randall D. Nilsen | Former Chief Revenue Officer and Executive VP Retail Sales United States and Canada | $750,000 | $— | $375,000 | $375,000 | | Ernesto Luciano | Former Chief Legal Officer and General Counsel & Corporate Secretary | $325,000 | $— | $162,500 | $162,500 |
Achievement of the 2022 PSU Grant Performance Measures
Achievement of the 2022 PSU Grant Performance Measures The 2022 PSUs granted in March 2022 to each named executive officer vest, subject to achievement of pre-established performance criteria, over a two-year performance period and a three-year service period. The performance criteria consisted of two-year cumulative Adjusted EPS for 2022 and 2023. The Compensation Committee determined a threshold, target and maximum level of performance which, if achieved, would result in 50%, 100% or 200% of the target PSUs being earned. Linear interpolation applies between threshold/target and target/maximum performance levels and no PSUs are earned for performance below the threshold level. Vesting is contingent on
Achievement of the 2022 PSU Grant Performance Measures
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Achievement of the 2022 PSU Grant Performance Measures
| PROXY STATEMENT | | | COMPENSATION DISCUSSION AND ANALYSIS | |
Achievement of the 2022 PSU Grant Performance Measures
continued service through the end of the three-year service period. The table below shows the pre-established Adjusted EPS targets applicable to the 2022 PSU grants during the performance period:
Achievement of the 2022 PSU Grant Performance Measures
| Adjusted EPS During the Performance Period | PSUs Vesting as a Percentage of Target | | Less than $3.29 (Below Threshold) | —% | | $3.29 (Threshold) | 50% | | $3.66 (Target Performance) | 100% | | $4.03 (Maximum Performance) | 200% |
Achievement of the 2022 PSU Grant Performance Measures
As certified by the Compensation Committee in February 2024, the Company reported total cumulative Adjusted EPS during the performance period of approximately $3.75, which resulted in an earnout of 125.7% of the target number of 2022 PSUs granted as shown in the table below, which awards will fully vest upon completion of the three-year service condition:
Achievement of the 2022 PSU Grant Performance Measures
| Named Executive Officer | Position | Target PSU (shares) | Actual PSU Payout (shares) | | Robert Lisy | CEO & President | 69,930 | 87,902 | | Andras Bende | Chief Financial Officer | 13,986 | 17,580 | | Joseph Aguilar | President and General Manager - Latin America | 13,986 | 17,580 | | Christopher Hunt | Chief Operating Officer | 6,993 | 8,790 | | Randall D. Nilsen(1) | Former Chief Revenue Officer and Executive VP Retail Sales U.S. and Canada | 13,986 | — | | Ernesto Luciano | Former Chief Legal Officer and General Counsel & Corporate Secretary | 6,993 | 8,790 |
Achievement of the 2022 PSU Grant Performance Measures
(1) As described in the Nilsen Employment Agreement, as amended on September 30, 2023, the PSUs granted to Mr. Nilsen in 2022 and 2023 were forfeited in 2023 in connection with the change in his role.
Base Salary and Annual Cash Incentive Plan
Base Salary and Annual Cash Incentive Plan The Company accounts for salaries and cash incentive expense in accordance with GAAP, which requires the recognition of these types of compensation costs as they are incurred by the Company and earned by the Company's employees. The Company deducts the employee's portion of federal, state or city income tax and other related payroll taxes such as social security when salaries or cash incentive awards are paid. At the same time, the Company expenses and remits the portion of payroll taxes under its responsibility.
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards The Company values equity incentive awards in accordance with FASB ASC Topic 718. More information regarding the application of ASC Topic 718 by the Company may be found in Note 12 (Stock Plans and Stock Based Compensation) to the Company’s audited financial statements filed with the SEC in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Company accounts for its long-term equity incentive awards expense under GAAP, which requires the measurement and recognition of compensation costs for all equity-based payment awards made to employees and directors based on estimated fair values. We have elected to account for forfeitures as they occur. The Company may use either authorized and unissued shares or treasury shares to meet share issuance requirements. The Company deducts the employee's portion of federal, state or city income tax and other related payroll taxes such as social security upon vesting of the equity award. At the same time, the Company expenses and remits the portion of payroll taxes under its responsibility.
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation paid to and earned by the named executive officers that is attributable to services performed during fiscal years 2023, 2022 and 2021.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Options Awards ($)(2) | Non Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Robert Lisy Chief Executive Officer and President | 2023 | $1,000,000 | $— | $4,000,000 | $— | $1,125,000 | $2,308 | $6,127,308 | | | 2022 | $1,000,000 | $405,000 | $3,000,000 | $— | $1,432,638 | $4,576 | $5,842,214 | | | 2021 | $1,000,000 | $— | $2,500,013 | $— | $1,500,000 | $4,447 | $5,004,460 | | Andras Bende Chief Financial Officer | 2023 | $472,500 | $40,000 | $800,000 | $— | $262,053 | $— | $1,574,553 | | | 2022 | $450,000 | $100,000 | $600,000 | $— | $257,453 | $— | $1,407,453 | | | 2021 | $425,000 | $55,000 | $524,290 | $— | $233,750 | $— | $1,238,040 | | Joseph Aguilar President and General Manager - Latin America | 2023 | $440,000 | $— | $750,000 | $— | $199,860 | $3,160 | $1,393,020 | | | 2022 | $420,000 | $100,000 | $600,000 | $— | $236,142 | $865 | $1,357,007 | | | 2021 | $375,000 | $55,000 | $550,023 | $— | $254,813 | $1,632 | $1,236,468 | | Christopher Hunt Chief Operating Officer | 2023 | $350,000 | $25,000 | $475,000 | $— | $161,875 | $3,375 | $1,015,250 | | | 2022 | $329,000 | $50,000 | $300,000 | $— | $157,300 | $26 | $836,326 | | | 2021 | $258,333 | $— | $200,000 | $— | $143,765 | $— | $602,098 | | Randall D. Nilsen Former Chief Revenue Officer and Former EVP Retail Sales - Intermex | 2023 | $405,000 | $— | $750,000 | $— | $176,006 | $13,130 | $1,344,136 | | | 2022 | $420,000 | $100,000 | $600,000 | $— | $239,738 | $16,509 | $1,376,247 | | | 2021 | $375,000 | $55,000 | $550,023 | $— | $256,207 | $13,349 | $1,249,579 | | Ernesto Luciano Former Chief Legal Officer and General Counsel & Corporate Secretary | 2023 | $297,400 | $— | $325,000 | $— | $134,481 | $3,284 | $760,165 | | | 2022 | $286,000 | $50,000 | $300,000 | $— | $136,907 | $4,103 | $777,010 | | | 2021 | $275,000 | $35,000 | $269,230 | $— | $151,130 | $2,263 | $732,623 |
Summary Compensation Table
(1)In October 2023, the Compensation Committee approved the payment of special recognition bonuses to be paid to Mr. Bende and Mr. Hunt in connection with the assumption by each of them of additional duties and obligations throughout 2023. In 2022, the Compensation Committee approved the payment to the named executive officers of special recognition bonuses in connection with the closing of the acquisition of Envios de Valores La Nacional Corp. and LAN Holdings, Corp. For 2021, the Compensation Committee approved the payment of discretionary bonuses to the named executive officers due to their extraordinary performance and contributions to the success of the Company during 2021. (2)The amounts included in the “Stock Awards” column and “Option Awards” column reflect the aggregate grant date fair value of equity awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns for fiscal year 2023, see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The grant date fair values of all performance-based awards were computed based on the probable outcome of the performance conditions as of the grant date of such awards, which was at target. The respective grant date fair values of the PSUs granted in fiscal 2023, 2022 and 2021, assuming at such grant date the maximum payment (200% of target for each grant), would have been as follows: Mr. Lisy — $4,000,000, $3,000,000 and $2,500,000; Mr. Bende — $800,000, $600,000 and $524,000; Mr. Hunt — $475,000, $300,000 and $200,000; Mr. Aguilar — $750,000, $600,000
Summary Compensation Table
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Summary Compensation Table
| | PROXY STATEMENT | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Summary Compensation Table
and $550,000; Mr. Nilsen — $750,000, $600,000, and $550,000; and Mr. Luciano — $325,000, $300,000 and $269,000. The 2023 and 2022 grants to Mr. Nilsen were subsequently forfeited during 2023 in connection with his change in role and responsibilities. See the 2023 Grants of Plan-Based Awards Table on page 44 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to equity awards granted in fiscal 2023 and the Outstanding Equity Awards at End of Fiscal Year 2023 Table on page 45 and related notes for information with respect to equity awards granted prior to fiscal 2023. (3)The amounts included in the “Non Equity Incentive Plan Compensation” column reflect the quarterly bonuses and annual performance bonuses earned and paid under the Company’s Employee Incentive Bonus Plan for fiscal years 2023, 2022 and 2021. The “Annual Cash Incentive Awards” section above describes how the Employee Incentive Bonus Plan awards were determined. The following table sets forth the actual amount earned and paid quarterly and annually to named executive officers for fiscal year 2023:
Summary Compensation Table
| Name and Principal Position | Year | First Quarter Payout | Second Quarter Payout | Third Quarter Payout | Annual Performance Payout | Total Payout | | Robert Lisy Chief Executive Officer and President | 2023 | $156,250 | $140,625 | $— | $828,125 | $1,125,000 | | Andras Bende Chief Financial Officer | 2023 | $35,475 | $32,780 | $8,647 | $185,151 | $262,053 | | Joseph Aguilar President and General Manager - Latin America | 2023 | $27,500 | $25,407 | $4,813 | $142,141 | $199,860 | | Christopher Hunt Chief Operating Officer | 2023 | $21,738 | $28,125 | $13,404 | $106,389 | $169,656 | | Randall D. Nilsen Former Chief Revenue Officer and Former EVP Retail Sales - Intermex | 2023 | $27,627 | $21,134 | $6,848 | $120,397 | $176,006 | | Ernesto Luciano Former Chief Legal Officer and General Counsel & Corporate Secretary | 2023 | $18,297 | $16,822 | $4,298 | $95,064 | $134,481 |
Summary Compensation Table
(4)For the named executive officers, the amounts in the All Other Compensation Column for 2023 represent matching contributions under our 401(k) retirement savings plan, other than Mr. Nilsen, in which case, the amounts set forth in the column include (x) reimbursements for car-related costs of $10.0 thousand and (y) matching contributions under our 401(k) retirement savings plan in the amount of $3.1 thousand.
Summary Compensation Table
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Summary Compensation Table
| PROXY STATEMENT | | | NAMED EXECUTIVE OFFICER COMPENSATION | |
2023 Grants of Plan-Based Awards Table
2023 Grants of Plan-Based Awards Table The following table provides additional information about the plan-based awards granted to the named executive officers for the year ended December 31, 2023.
2023 Grants of Plan-Based Awards Table
| Name | Grant Date | Estimated Future Payouts under Non-equity Incentive Plan Awards | | | Number of shares of stock or units (1) | | | Grant date fair value of stock awards (2) | | | | Threshold (S) | Target ($) | Maximum ($) | Threshold | Target | Maximum | | | Robert Lisy(3) | N/A | $— | $1,250,000 | $1,875,000 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 77,822 | — | $2,000,000 | | | 3/3/2023 | $— | $— | $— | 38,911 | 77,821 | 155,642 | $2,000,000 | | Andras Bende | N/A | $— | $283,500 | $425,250 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 15,565 | — | $400,000 | | | 3/3/2023 | $— | $— | $— | 7,782 | 15,564 | 31,128 | $400,000 | | Joseph Aguilar | N/A | $— | $220,000 | $330,000 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 14,592 | — | $375,000 | | | 3/3/2023 | $— | $— | $— | 7,296 | 14,592 | 29,184 | $375,000 | | Christopher Hunt | N/A | $— | $175,000 | $262,500 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 9,242 | — | $237,500 | | | 3/3/2023 | $— | $— | $— | 4,621 | 9,241 | 18,482 | $237,500 | | Randall D. Nilsen | N/A | $— | $187,500 | $281,250 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 14,591 | — | $375,000 | | | 3/3/2023 | $— | $— | $— | 7,296 | 14,591 | 29,182 | $375,000 | | Ernesto Luciano | N/A | $— | $148,700 | $223,050 | — | — | — | $— | | | 3/3/2023 | $— | $— | $— | — | 6,323 | — | $162,500 | | | 3/3/2023 | $— | $— | $— | 3,162 | 6,323 | 12,646 | $162,500 |
2023 Grants of Plan-Based Awards Table
(1)For Robert Lisy, the above awards consist of Restricted Stock Awards and Performance Stock Units. For all other named executive officers, the awards consist of Restricted Stock Units and Performance Stock Units. The vesting terms of the restricted stock and the restricted stock unit awards were determined by the Compensation Committee at the time of grant and are generally consistent with restricted stock unit awards granted to the Company’s other employees, and the vesting terms and performance goals of the awards were determined by the Compensation Committee at the time of grant and are generally consistent with awards granted to other senior executives (except as described in note (3) below). (2)The amounts reflect the grant date fair value of equity awards granted to the named executive officers as computed in accordance with FASB ASC Topic 718. (3)The terms of the awards granted to Mr. Lisy are generally consistent with awards granted to other senior executives, except that, as required by the CEO Employment Agreement, if Mr. Lisy retires after age 66 (after providing the required notice), all awards will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals.
2023 Grants of Plan-Based Awards Table
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2023 Grants of Plan-Based Awards Table
| | PROXY STATEMENT | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Outstanding Equity Awards at End of Fiscal Year 2023
Outstanding Equity Awards at End of Fiscal Year 2023
Outstanding Equity Awards at End of Fiscal Year 2023
| | Option Awards(1) | | | | | | Stock Awards(2) | | | | | Name | Grant Date | Grant Type | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | 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 ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | Robert Lisy Chief Executive Officer and President | 3/4/2021 | RSA | — | — | — | — | 44,108 | $974,346 | — | — | | | 2/28/2022 | RSA | — | — | — | — | 70,050 | $1,547,405 | — | — | | | 3/23/2022 | PSU (3) | — | — | — | — | — | — | 87,902 | $1,941,755 | | | 3/3/2023 | RSA | — | — | — | — | 77,822 | $1,719,088 | — | — | | | 3/3/2023 | PSU | — | — | — | — | — | — | 77,821 | $1,719,066 | | Andras Bende Chief Financial Officer | 3/4/2021 | RSU | — | — | — | — | 7,500 | $165,675 | — | — | | | 2/28/2022 | RSU | — | — | — | — | 14,010 | $309,481 | — | — | | | 3/23/2022 | PSU (3) | — | — | — | — | — | — | 17,580 | $388,342 | | | 3/3/2023 | RSU | — | — | — | — | 15,565 | $343,831 | — | — | | | 3/3/2023 | PSU | — | — | — | — | — | — | 15,564 | $343,809 | | Joseph Aguilar President and General Manager - Latin America | 9/23/2019 | Option Award | 62,500 | — | $14.46 | 9/23/2029 | — | — | — | — | | | 6/26/2020 | Option Award | 62,500 | 31,250 | $12.45 | 6/26/2030 | — | — | — | — | | | 3/4/2021 | RSU | — | — | — | — | 9,704 | $214,361 | — | — | | | 2/28/2022 | RSU | — | — | — | — | 14,010 | $309,481 | — | — | | | 3/23/2022 | PSU (3) | — | — | — | — | — | — | 17,580 | $388,342 | | | 3/3/2023 | RSU | — | — | — | — | 14,592 | $322,337 | — | — | | | 3/3/2023 | PSU | — | — | — | — | — | — | 14,591 | $322,315 | | Christopher Hunt Chief Operating Officer | 3/4/2021 | RSU | — | — | — | — | 3,529 | $77,956 | — | — | | | 2/28/2022 | RSU | — | — | — | — | 7,005 | $154,740 | — | — | | | 3/23/2022 | PSU (3) | — | — | — | — | — | — | 8,790 | $194,171 | | | 3/3/2023 | RSU | — | — | — | — | 9,242 | $204,156 | — | — | | | 3/3/2023 | PSU | — | — | — | — | — | — | 9,241 | $204,134 | | Randall D. Nilsen Former Chief Revenue Officer (Current EVP Retail Sales Intermex) | 7/26/2018 | Option Award | 230,000 | — | $9.91 | 7/26/2028 | — | — | — | — | | | 3/4/2021 | RSU | — | — | — | — | 7,278 | $160,771 | — | — | | | 2/28/2022 | RSU | — | — | — | — | 9,340 | $206,321 | — | — | | | 3/3/2023 | RSU | — | — | — | — | 9,120 | $201,461 | — | — | | Ernesto Luciano Former Chief Legal Officer and General Counsel & Corporate Secretary | 3/4/2021 | RSU | — | — | — | — | 4,000 | $88,360 | — | — | | | 2/28/2022 | RSU | — | — | — | — | 7,005 | $154,740 | — | — | | | 3/23/2022 | PSU (3) | — | — | — | — | — | — | 8,790 | $194,171 | | | 3/3/2023 | RSU | — | — | — | — | 6,323 | $139,675 | — | — | | | 3/3/2023 | PSU | — | — | — | — | — | — | 6,323 | $139,675 |
Outstanding Equity Awards at End of Fiscal Year 2023
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Outstanding Equity Awards at End of Fiscal Year 2023
| PROXY STATEMENT | | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Outstanding Equity Awards at End of Fiscal Year 2023
(1)The Option Awards columns reflect stock options granted to the applicable named executive officer on the dates shown, which vest and become exercisable in four equal installments beginning one year after the date of grant, subject to the named executive officer’s continued employment with the Company. The Option Awards described in this table were granted under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan. (2)The Stock Awards columns reflect RSUs and RSAs granted to the applicable named executive officer on the dates shown, which vest generally in four equal installments beginning one year after the date of grant, subject to the named executive officer’s continued employment with the Company. In addition, the Stock Awards column reflects PSUs granted, shown based on target performance for the 2023 grant and the actual attained performance for the 2022 grant, to the applicable named executive officer on the dates shown, which generally vest subject to attainment of performance criteria during the performance period established by the Compensation Committee. (3)The PSUs granted in 2022 had a performance period of January 1, 2022 through December 31, 2023. In February 2024, the Compensation Committee determined that the performance targets were attained at 125.7% of target, which is the number of shares reflected in the column labeled "equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)." The PSUs then converted to RSUs and remain subject to service vesting through December 31, 2024.
Option Exercises and Stock Vested for 2023 Table
Option Exercises and Stock Vested for 2023 Table The following table provides additional information about the exercises of options and vesting of stock awards held by the named executive officers during the year ended December 31, 2023.
Option Exercises and Stock Vested for 2023 Table
| Name | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Robert Lisy Chief Executive Officer and President | | | | | | | — | $— | 221,834 | $5,060,719 | | Andras Bende Chief Financial Officer | | | | | | | — | — | 52,420 | $1,187,654 | | Joseph Aguilar President and General Manager - Latin America | | | | | | | — | $— | 48,338 | $1,101,460 | | Christopher Hunt Chief Operating Officer | | | | | | | — | — | 18,216 | $416,842 | | Randall D. Nilsen Former Chief Revenue Officer and Former EVP Retail Sales - Intermex | | | | | | | — | $— | 48,338 | $1,101,460 | | Ernesto Luciano Former Chief Legal Officer and General Counsel & Corporate Secretary | | | | | | | — | — | 26,335 | $597,039 |
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control Severance under Employment Agreements Pursuant to the terms of the employment agreements with Messrs. Lisy, Bende, Hunt, Aguilar, Nilsen and Luciano, the named executive officers are (or were, as applicable) entitled to receive certain payments in connection with certain termination events. Chief Executive Officer and President (Robert Lisy) In the event that (i) Mr. Lisy is terminated other than for Cause, Disability (as such terms are defined in the CEO Employment Agreement) or death, (ii) if Mr. Lisy resigns for Good Reason (as defined in the CEO Employment Agreement) or (iii) Mr. Lisy’s employment is terminated pursuant to the Company providing notice of non-renewal of the term of the CEO Employment Agreement, Mr. Lisy is entitled to an amount equal to two times the sum of Mr. Lisy’s base salary and Mr. Lisy’s target bonus payable in equal installments over the two year period following termination and any other Accrued Rights (as defined in the CEO Employment Agreement). In the event Mr. Lisy’s employment is terminated: for Cause (as defined in the CEO Employment Agreement), due to Mr. Lisy's resignation without Good Reason or not due to his retirement, or due to Mr. Lisy's Disability or death, Mr. Lisy would be entitled to receive any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed year that Mr. Lisy is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the CEO Employment Agreement). If Mr. Lisy retires (resignation after attainment of age 66 and providing six months’ notice), then outstanding awards granted under the Holdings long term incentive program will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| | PROXY STATEMENT | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Potential Payments upon Termination or Change in Control
Pursuant to the CEO Employment Agreement, in the event that any of the payments or benefits provided by Holdings to Mr. Lisy (whether pursuant to the terms of the CEO Employment Agreement or any equity compensation or other agreement with Holdings) would constitute “parachute payments” (“Parachute Payments”) within the meaning of Section 280G of the Code, and would be subject to the excise tax imposed under Section 4999 of the Code or any interest or penalties with respect to such excise tax (collectively, the “Excise Tax”), then such Parachute Payments to be made to Mr. Lisy shall be payable either (1) in full or (2) as to such lesser amount which would result in no portion of such Parachute Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Mr. Lisy’s receipt on an after-tax basis, of the greatest amount of economic benefits under the CEO Employment Agreement, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. If a reduction in the Parachute Payment is necessary, then the reduction shall occur in accordance with the terms of the CEO Employment Agreement. Other Named Executive Officers In the event that Mr. Bende is terminated other than for Cause, Disability (as such terms are defined in the CFO Employment Agreement) or death or if Mr. Bende resigns for Good Reason (as defined in the CFO Employment Agreement), he is entitled to base salary continuation for nine months, a payment equal to a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the CFO Employment Agreement). In the event Mr. Bende’s employment is terminated for Cause (as defined in the CFO Employment Agreement), due to Mr. Bende's resignation without Good Reason, or due to Mr. Bende's Disability or death, Mr. Bende would be entitled to any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Bende is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the CFO Employment Agreement). In the event that Mr. Aguilar is terminated other than for Cause, Disability (as such terms are defined in the Aguilar Employment Agreement) or death or if Mr. Aguilar resigns for Good Reason (as defined in the Aguilar Employment Agreement), he is entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the Aguilar Employment Agreement). In the event Mr. Aguilar’s employment is terminated for Cause (as defined in the Aguilar Employment Agreement), due to Mr. Aguilar’s resignation without Good Reason, or due to Mr. Aguilar’s Disability or death, Mr. Aguilar would be entitled to any base salary through the date of termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Aguilar is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the Aguilar Employment Agreement). In the event that Mr. Hunt is terminated other than for Cause, Disability (as such terms are defined in the Hunt Employment Agreement) or death or if Mr. Hunt resigns for Good Reason (as defined in the Hunt Employment Agreement), he is entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the Hunt Employment Agreement). In the event Mr. Hunt’s employment is terminated for Cause (as defined in the Hunt Employment Agreement), due to Mr. Hunt’s resignation without Good Reason, or due to Mr. Hunt’s Disability or death, Mr. Hunt would be entitled to receive any base salary through the date of
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| PROXY STATEMENT | | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Potential Payments upon Termination or Change in Control
termination that remains unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Hunt is entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the Hunt Employment Agreement). Prior to the resignation of Mr. Nilsen from all positions with the Company, in the event that Mr. Nilsen was terminated other than for Cause, Disability (as such terms are defined in the Nilsen Employment Agreement) or death or his resignation for any reason, then Mr. Nilsen was entitled to base salary continuation for six months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the Nilsen Employment Agreement). In the event Mr. Nilsen’s employment was terminated for Cause (as defined in the Nilsen Employment Agreement) or he resigned, including due to Mr. Nilsen's Disability or death, Mr. Nilsen would have been entitled to receive any base salary through the date of termination that remained unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Nilsen was entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the Nilsen Employment Agreement) Prior to Mr. Luciano's resignation, in the event that Mr. Luciano was terminated other than for Cause, Disability (as such terms are defined in the GC Employment Agreement) or death or if Mr. Luciano resigned for Good Reason (as defined in the GC Employment Agreement), he was entitled to base salary continuation for nine months, a pro-rata portion of his target bonus for the year in which termination occurs (less any bonus amounts already paid for such year) and any other Accrued Rights (as defined in the GC Employment Agreement). In the event Mr. Luciano’s employment was terminated for Cause, due to Mr. Luciano’s resignation without Good Reason, or due to Mr. Luciano’s Disability or death, Mr. Luciano would have been entitled to receive any base salary through the date of termination that remained unpaid as of the date of termination, any accrued and unpaid bonus for any previously completed bonus period that Mr. Luciano was entitled to receive as of the date of termination, and any other Accrued Rights (as defined in the GC Employment Agreement). In addition to the rights described above upon certain terminations, termination of a named executive officer’s employment due to death or disability will result in accelerated vesting of outstanding awards under the International Money Express, Inc. 2018 Omnibus Equity Compensation Plan (the “2018 Plan”) and the 2020 Plan, although the number of any outstanding PSUs that vest depends on when the termination occurs during the applicable vesting period (either 100% of target or based on attainment of performance goals). In the event of a change in control (as defined in the 2018 Plan) of Holdings, the named executive officer would be entitled to a full vesting of all options outstanding under the 2018 Plan. Awards granted under the standard form of RSU and PSU award agreements under the 2020 Plan provide that upon a change in control (as defined in the 2020 Plan) of Holdings or the Company, as applicable, all awards will vest for an named executive officer if (a) the award is not assumed in the change in control or (b) the award is assumed in the change in control but within two years following the change in control the named executive officer’s employment is terminated without Cause (as defined in the 2020 Plan form of award agreement). For awards of PSUs under the 2020 Plan standard form, if a change in control (as defined in the 2020 Plan) of Holdings or the Company, as applicable, occurs, the PSUs will generally convert into RSUs if the award is assumed in the change in control and the RSUs will continue to vest either based on target or based on attainment of performance goals through the change in control, but the other vesting rules applicable to RSU awards under the 2020 Plan will then apply (either full acceleration of vesting if no assumption of the RSU in the change in control or full acceleration of
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| | PROXY STATEMENT | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Potential Payments upon Termination or Change in Control
vesting following a termination without Cause within 2 years following the change in control). In addition, in the event of a termination without Cause (as defined in the 2020 Plan form PSU agreement) after the first year of the performance period, a pro rata portion of the PSUs may vest depending upon attainment of performance goals identified in the PSU agreement. Except for the terms of the awards for Mr. Lisy as described above (which contain vesting rights in the event of retirement and timing of settlement), awards of RSUs and PSUs granted to named executive officers each contain the terms set forth in the standard form of RSU and PSU agreement, as applicable. The following table identifies potential payments that would be made to our named executive officers upon a termination of employment, including in the event of a termination following a Change in Control, assuming a termination on December 31, 2023. All severance is subject to the applicable named executive officer signing a release in favor of the Company. See Outstanding Equity Awards At End of Fiscal Year 2023 Table above for a list of Mr. Lisy’s unvested equity awards at the end of 2023.
Potential Payments upon Termination or Change in Control
| Named Executive Officer | Severance Term | Cash Severance ($) | Total value of Outstanding Stock Awards that will vest ($) (1) | Total value of Benefits ($) | | Robert Lisy | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 2 years | $4,500,000 | $5,191,842 | $9,691,842 | | Upon Death (3) | — | $— | $11,798,999 | $11,798,999 | | Upon Disability (3) | — | $— | $11,798,999 | $11,798,999 | | Resignation Other than Retirement or Good Reason | — | $— | $— | $— | | Upon retirement (4) | — | $— | $11,798,999 | $11,798,999 | | Upon Termination without Cause or with Resignation for Retirement Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 2 years | $4,500,000 | $11,798,999 | $16,298,999 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $11,798,999 | $11,798,999 | | Andras Bende | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 9 months | $590,625 | $1,230,855 | $1,821,480 | | Upon Death or Disability (3) | — | $— | $2,524,098 | $2,524,098 | | Upon Resignation Other than Retirement or Good Reason | — | $— | $— | $— | | Upon Termination without Cause Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 9 months | $590,625 | $2,524,098 | $3,114,723 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $2,524,098 | $2,524,098 | | Joseph Aguilar | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 9 months | $550,000 | $1,116,340 | $1,666,340 | | Upon Death or Disability (3) | — | — | $2,414,281 | $2,414,281 |
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| PROXY STATEMENT | | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Potential Payments upon Termination or Change in Control
| Upon Resignation Other than for Good Reason | — | $— | $— | $— | | Upon Termination without Cause Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 9 months | $550,000 | $2,715,531 | $3,265,531 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $2,715,531 | $2,715,531 | | Christopher Hunt | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 9 months | $437,500 | $441,270 | $878,770 | | Upon Death or Disability (3) | — | — | $1,146,979 | $1,146,979 | | Upon Resignation Other than for Good Reason | — | $— | $— | $— | | Upon Termination without Cause Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 9 months | $437,500 | $1,146,979 | $1,584,479 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $1,146,979 | $1,146,979 | | Randall D. Nilsen | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 6 months | $300,000 | $857,445 | $1,157,445 | | Upon Death or Disability (3) | — | $— | $1,425,998 | $1,425,998 | | Upon Resignation Other than for Good Reason | — | $— | $— | $— | | Upon Termination without Cause Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 6 months | $300,000 | $1,425,998 | $1,725,998 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $1,425,998 | $1,425,998 | | Ernesto Luciano | | | | | | Upon Termination without Cause or with Resignation for Good Reason (2) | 9 months | $371,750 | $615,427 | $987,177 | | Upon Death or Disability (3) | — | $— | $1,267,060 | $1,267,060 | | Upon Resignation Other than for Good Reason | — | $— | $— | $— | | Upon Termination without Cause Prior to Second Anniversary of a Change-in-Control (Equity awards assumed by Buyer) (5) | 9 months | $371,750 | $1,267,060 | $1,638,810 | | Upon Change-in-Control (Equity awards not assumed by Buyer) (6) | — | $— | $1,267,060 | $1,267,060 |
Potential Payments upon Termination or Change in Control
(1) The values in this column represent (x) the fair market value using the closing price of our stock on December 29, 2023 (the last NASDAQ trading day in 2023), of $22.09 (the “Year End Price”) of all unvested PSUs, RSUs and RSAs, plus, in the case of options, (z) the spread between the Year End Price and the exercise price for all outstanding options, in each case, to the extent they would have vested on December 31, 2023 upon the termination or change of control event.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| | PROXY STATEMENT | | NAMED EXECUTIVE OFFICER COMPENSATION | |
Potential Payments upon Termination or Change in Control
(2) In a termination without cause or for good reason, the named executive officer will receive any cash compensation to which he would be entitled as of his termination date. As provided in Mr. Lisy's employment agreement, upon termination without cause or for good reason, the Company shall pay Mr. Lisy an amount equal to two times the sum of his base salary plus target bonus payable in equal installments during the two year period following such termination of employment. As provided in the other named executive officer's employment agreements, with the exception of Mr. Nilsen, upon termination without cause or good reason, the Company shall continue to pay named executive officer’s base salary through the period of time ending nine (9) months (6 months for Mr. Nilsen) after the date of named executive officer’s termination of employment, payable in installments at the same times at which and in the same manner in which such base salary would have been payable to the named executive officer had a termination of employment not occurred. The named executive officers other than Mr. Lisy will also be entitled to a pro rata target bonus for the year of termination (reduced by amounts previously paid) payable over nine (9) months (six (6) months for Messrs. Nilsen and Luciano) following termination. There is no accelerated vesting of any equity upon a termination of employment by any executive for good reason. For purposes of determining the number of shares that would be distributable upon vesting, the actual performance for the 2023 year was taken into account for the PSUs granted in 2022 since the full year, and thus the full performance period, had been completed, but for PSU awards granted in 2023, the full award was treated as forfeited. The amounts payable over time have not been reduced to present value. (3) In a termination upon death or disability, the named executive officer or named executive officer's estate, as the case may be, will receive any cash compensation to which he would be entitled at termination date. In addition, termination of an named executive officer’s employment due to death or disability will result in accelerated vesting of outstanding awards under the 2020 Plan (the number of any outstanding PSUs that vest is based on 100% of the target award, unless the death or disability is after the applicable performance period has ended in which case the payment is based on the certified performance – and the calculations assume the actual performance would be used for the PSUs granted in 2022 and 2021). The amounts payable over time have not been reduced to present value. (4) Retirement means a resignation by Mr. Lisy (other than for Good Reason) after his sixty-sixth birthday and that is effective after providing six months’ notice of such resignation to the Company. If Mr. Lisy resigns for retirement, outstanding awards granted under the Holdings long-term incentive program will continue to vest in accordance with their original vesting schedule, subject to attainment of any applicable performance goals. The calculations assume achievement of 100% of target for the PSUs granted in 2023 and actual performance for PSUs granted in 2021 and 2022. The amounts payable over time have not been reduced to present value. (5) Calculations assume a Change in Control on December 31, 2023 and a termination without Cause on the same date with the equity awards assumed by the buyer. The calculations assume achievement of 100% of target for the PSUs granted in 2023 and actual performance for PSUs granted in 2021 and 2022. The amounts payable over time have not been reduced to present value. (6) Calculations assume a Change in Control on December 31, 2023, no termination of employment, and the buyer does not assume any equity awards. The calculations assume achievement of 100% of target for the PSUs granted in 2023 and actual performance for PSUs granted in 2021 and 2022. For RSUs, the calculation assumes that all RSUs will become fully vested upon the Change in Control. The amounts payable over time have not been reduced to present value.
Potential Payments upon Termination or Change in Control
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Potential Payments upon Termination or Change in Control
| PROXY STATEMENT | | | PAY VERSUS PERFORMANCE | |
2023 PAY VERSUS PERFORMANCE
2023 PAY VERSUS PERFORMANCE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we are providing the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO named executive officers and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
2023 PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for PEO Robert Lisy1 ($) | Compensation Actually Paid to PEO Robert Lisy1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers1 ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers1,2,3 ($) | Value of initial fixed $100 investment based on4: | | Net income (in millions) | Adjusted EBITDA ($)5 (in millions) | | | | | | | Total Shareholder Return ("TSR") ($) | Peer Group Total Shareholder Return ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $6,127,308 | $4,372,216 | $1,217,425 | $877,054 | $183 | $66 | $59.5 | $120.0 | | 2022 | $5,842,214 | $9,064,926 | $1,229,430 | $1,879,209 | $202 | $60 | $57.3 | $105.2 | | 2021 | $5,004,460 | $5,776,170 | $1,241,362 | $1,382,164 | $133 | $76 | $46.8 | $86.7 | | 2020 | $1,305,197 | $2,966,300 | $718,034 | $942,237 | $129 | $89 | $33.8 | $68.4 |
2023 PAY VERSUS PERFORMANCE
1. Robert Lisy was our PEO in 2020, 2021, 2022, and 2023. The individuals constituting the Non-PEO named executive officers for each year presented are listed below:
2023 PAY VERSUS PERFORMANCE
| 2020 | 2021 | 2022 | 2023 | | Tony Lauro II | Andras Bende | Andras Bende | Andras Bende | | Joseph Aguilar | Joseph Aguilar | Joseph Aguilar | Joseph Aguilar | | Randall D. Nilsen | Randall D. Nilsen | Randall D. Nilsen | Christopher Hunt | | | | Ernesto Luciano | Randall D. Nilsen | | | | | Ernesto Luciano |
2023 PAY VERSUS PERFORMANCE
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s named executive officers. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO named executive officers as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table.
2023 PAY VERSUS PERFORMANCE
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2023 PAY VERSUS PERFORMANCE
| | PROXY STATEMENT | | PAY VERSUS PERFORMANCE | |
2023 PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for Robert Lisy ($) | Exclusion of Stock Awards for Robert Lisy ($) | Inclusion of Equity Values for Robert Lisy ($) | Compensation Actually Paid to Robert Lisy ($) | | 2023 | $6,127,308 | $4,000,000 | $2,244,908 | $4,372,216 | | 2022 | $5,842,214 | $3,000,000 | $6,222,712 | $9,064,926 | | 2021 | $5,004,460 | $2,500,013 | $3,271,723 | $5,776,170 | | 2020 | $1,305,197 | $— | $1,661,103 | $2,966,300 |
2023 PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Exclusion of Stock Awards for Non-PEO Named Executive Officers ($) | Average Inclusion of Equity Values for Non-PEO Named Executive Officers ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | | 2023 | $1,217,425 | $620,000 | $279,629 | $877,054 | | 2022 | $1,229,430 | $525,000 | $1,174,779 | $1,879,209 | | 2021 | $1,241,362 | $541,445 | $682,247 | $1,382,164 | | 2020 | $718,034 | $237,868 | $462,072 | $942,237 |
2023 PAY VERSUS PERFORMANCE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
2023 PAY VERSUS PERFORMANCE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Robert Lisy ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Robert Lisy ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Robert Lisy ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Robert Lisy ($) | Total - Inclusion of Equity Values for Robert Lisy ($) | | 2023 | $2,613,002 | $(22,719) | $(345,376) | $— | $2,244,908 | | 2022 | $3,980,352 | $2,040,199 | $202,162 | $— | $6,222,712 | | 2021 | $4,223,734 | $(633,177) | $(318,834) | $— | $3,271,723 | | 2020 | $— | $1,196,089 | $465,014 | $— | $1,661,103 |
2023 PAY VERSUS PERFORMANCE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO Named Executive Officers ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO Named Executive Officers ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO Named Executive Officers ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO Named Executive Officers ($) | Total - Average Inclusion of Equity Values for Non-PEO Named Executive Officers ($) | | 2023 | $47,325 | $(4,751) | $(62,945) | $— | $279,629 | | 2022 | $696,562 | $445,526 | $32,692 | $— | $1,174,779 | | 2021 | $933,383 | $(189,066) | $(62,070) | $— | $682,247 | | 2020 | $280,546 | $216,787 | $110,896 | $(146,157) | $462,072 |
2023 PAY VERSUS PERFORMANCE
4. The Peer Group Total Shareholder Return ("TSR") set forth in this table utilizes a group comprising publicly-traded companies in the money remittance and payment industries: MoneyGram, Euronet, Remitly and Western Union. This peer group is also utilized in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period
2023 PAY VERSUS PERFORMANCE
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2023 PAY VERSUS PERFORMANCE
| PROXY STATEMENT | | | PAY VERSUS PERFORMANCE | |
2023 PAY VERSUS PERFORMANCE
starting December 31, 2019, through the end of the listed year in the Company and in the Peer Group, respectively. For the Peer Group, TSR for MoneyGram was calculated through June 1, 2023, the day it became a private company. Historical stock performance is not necessarily indicative of future stock performance. 5. Adjusted EBITDA is as defined and reconciled to the most directly comparable GAAP Measure in the "Non-GAAP Financial Measures" section of Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 28, 2024. We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023 because this is the primary metric in our annual incentive program, a key input of adjusted EPS performance which is used in the PSU program and is the metric most strongly correlated to stock price performance. We may determine a different financial performance measure to be the most important financial performance measure in future years.
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and TSR
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our other named executive officers, and the Company’s cumulative TSR over the four most recently completed fiscal years. The chart also provides a comparison of the Company’s TSR and Peer Group TSR.
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEO, and our Net Income during the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income
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Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Net Income
| | PROXY STATEMENT | | PAY VERSUS PERFORMANCE | |
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Adjusted EBITDA
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to the Non-PEOs, and Adjusted EBITDA over the four most recently completed fiscal years.
Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Adjusted EBITDA
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Description of Relationship Between PEO and Non-PEO Named Executive Officer Compensation Actually Paid and Adjusted EBITDA
| PROXY STATEMENT | | | CEO PAY RATIO | |
CEO PAY RATIO
CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to that of Robert Lisy, our Chief Executive Officer, President and Chairman of the Board of Directors. The 2023 annual total compensation of the median employee identified by the Company (as described below) was $18,970, and the 2023 annual total compensation of our CEO as described on page 42 in the Summary Compensation Table ("SCT") was $6,127,308. Based on this information, for 2023, the ratio of the annual total compensation of our CEO to the median annual total compensation of all employees was 323 to 1. To identify the median employee, we began with our employee population (comprising both full-time and part-time employees) as of December 31, 2023, which consisted of 1,386 individuals (excluding our CEO), with 38% of employees located in the United States and 62% located outside of the United States (for further information on our employee population, refer to Item 1, Business, in our Annual Report on Form 10-K for the year ended December 31, 2023). In addition, to identify the median employee, we have excluded approximately 235 individuals that became employees as a result of the acquisition of LAN Holdings Corp. during April of 2023. We then identified the median employee using total cash compensation for this population for the 12-month period ending December 31, 2023, comprising of (1) base pay; (2) bonuses; (3) commissions; and (4) any other cash payments, as applicable, as reflected in our payroll records as reported to the Internal Revenue Service on Form W-2 for U.S. employees, as well as our payroll records for all non-U.S. employees. We did not annualize compensation for any employee, including employees that were not employed by us for all of 2023. After identifying the median employee as a full-time, salaried employee located in Mexico, we calculated this employee's 2023 annual total compensation based on the SCT rules used for our NEOs. Due to the use by other companies of estimates, assumptions, adjustments, and statistical sampling permitted by SEC rules, pay ratio disclosures generally may involve a degree of imprecision. Accordingly, our pay ratio is merely a reasonable estimate calculated in a manner consistent with SEC rules and may not be comparable to the pay ratio disclosures of other companies.
CEO PAY RATIO
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CEO PAY RATIO
| | PROXY STATEMENT | | DIRECTOR COMPENSATION | |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Overview
| PROXY STATEMENT | | | DIRECTOR COMPENSATION | |
Director Compensation Table for Fiscal Year 2023
Director Compensation Table for Fiscal Year 2023 The following table sets forth information for the year ended December 31, 2023 regarding the actual compensation awarded to, earned by or paid to our independent non-employee directors:
Director Compensation Table for Fiscal Year 2023
| Director(1) | Fees earned or paid in cash ($) | Stock awards ($)(2)(3) | Total ($) | | Debra Bradford | $78,000 | $150,000 | $228,000 | | Bernardo Fernández | $80,500 | $145,000 | $225,500 | | Karen Higgins-Carter (4) | $3,354 | $— | $3,354 | | Laura Maydón | $78,000 | $153,000 | $231,000 | | Michael Purcell | $140,500 | $212,500 | $353,000 | | John Rincon | $82,500 | $145,000 | $227,500 |
Director Compensation Table for Fiscal Year 2023
(1)Does not include any directors who also serve as officers of the Company, as these directors do not receive compensation for their service on the Board of Directors. (2)Amounts shown in this column represent the grant date fair value of (a) restricted stock units granted to and (b) fully vested shares issued to each of the Company’s independent directors during fiscal year 2023 as computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in the valuation reflected in these columns, see Note 14 to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. (3)As of December 31, 2023, each of the independent directors, with the exception of Ms. Higgins-Carter, held 5,919 unvested restricted stock units, which vest on June 30, 2024, and Ms. Higgins-Carter held 3,728 unvested restricted stock units, which vest on June 30, 2024. (4)Ms. Karen Higgins-Carter was appointed to the Board of Directors effective December 15, 2023. Ms. Higgins-Carter received a pro rated award of restricted stock units in December 2023 in connection with her appointment to the Board.
Director Compensation Table for Fiscal Year 2023
| 62 | | 2024 Proxy Statement |
Director Compensation Table for Fiscal Year 2023
| | PROXY STATEMENT | | PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | |