UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

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Euronet Worldwide, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Graphics
EURONET WORLDWIDE, INC.
11400 TOMAHAWK CREEK PARKWAY, SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2021
     Euronet Worldwide, Inc., a Delaware corporation (“Euronet,” the “Company,” “we” or “us”), will hold the Annual Meeting of our Stockholders (“Annual Meeting”) on Tuesday, May 18, 2021 at 1:00 p.m. (Central time). Due to the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of our stockholders, employees and community members, we have elected to hold this year's Annual Meeting as a virtual stockholder meeting only, which will be held online at ir.euronetworldwide.com. You will not be able to attend the annual meeting in person. It is important that you retain a copy of the control number found on the proxy card voting instruction form or notice, as such number will be required in order for stockholders to participate in the Annual Meeting. Please consider and vote upon the following matters:
1. Election of the Company’s three nominees for Director, each to serve a three-year term expiring upon the 2024 Annual Meeting or until a successor is duly elected and qualified;
2. Approval of amendments to the amended 2006 Stock Incentive Plan;
3. Ratification of the appointment of KPMG LLP as Euronet’s independent registered public accounting firm for the year ending December 31, 2021;
4. Advisory vote to approve executive compensation; and
5. Consideration of such other business as may properly come before the meeting or any adjournment of the meeting.
     Our Board of Directors has fixed the close of business on March 22, 2021, as the record date for the determination of Stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment of the meeting.

     This year, the Company is again pleased to take advantage of the Securities and Exchange Commission (the “SEC”) rules that allow issuers to furnish proxy materials to their stockholders on the Internet. The Company believes these rules allow it to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting.
1




     You are cordially invited to attend our Virtual Annual Meeting. To ensure that your vote is counted at the Annual Meeting, however, please vote as promptly as possible.
 
By Order of the Board,
 
Graphics
 

 
Scott D. Claassen
  General Counsel and Secretary
April 5, 2021
2



EURONET WORLDWIDE, INC.

11400 TOMAHAWK CREEK PARKWAY, SUITE 300

LEAWOOD, KANSAS 66211

913-327-4200

PROXY STATEMENT

TABLE OF CONTENTS

​​

Table of Content

Page Number

2021 PROXY STATEMENT - SUMMARY 4
GENERAL INFORMATION 6
CORPORATE RESPONSIBILITY & SUSTAINABILITY AT EURONET 10
BENEFICIAL OWNERSHIP OF COMMON STOCK 13
CORPORATE GOVERNANCE 15
PROPOSAL 1 - ELECTION OF DIRECTORS 21
PROPOSAL 2 - APPROVAL OF AMENDMENTS TO THE AMENDED 2006 STOCK INCENTIVE PLAN 24
PROPOSAL 3 - RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2021 31
PROPOSAL 4 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 31
COMPENSATION DISCUSSION AND ANALYSIS 32
COMPENSATION COMMITTEE REPORT 45
COMPENSATION TABLES 46
DIRECTOR COMPENSATION 59
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 60
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 60
AUDIT MATTERS 60
OTHER MATTERS 62
APPENDIX A 65
APPENDIX B 67
3



2021 PROXY STATEMENT - SUMMARY


April 5, 2021

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

GENERAL INFORMATION (see pages 6 - 9)

 

Meeting: Annual Meeting of Stockholders

Date: Tuesday, May 18, 2021

Time: 1:00 p.m., Central

Location: Virtual Stockholder Meeting - ir.euronetworldwide.com

Record Date: March 22, 2021

Mailing Date: The notice regarding the availability of proxy materials was first mailed to Stockholders on or about April 5, 2021

Stock Symbol: EEFT

Exchange: NASDAQ

Common Stock Outstanding: 52,785,803 shares

State of Incorporation: Delaware

Year of Incorporation: 1996

Public Company Since: 1997

Corporate Headquarters: 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211

Corporate Websitewww.euronetworldwide.com

Investor Relations Websiteir.euronetworldwide.com

Annual Reportir.euronetworldwide.com/financial-information/annual-reports

 

EXECUTIVE COMPENSATION  (see pages 32 - 58)

CEO: Michael J. Brown (age 64; CEO since July 1994)

CEO 2020 Total Direct Compensation:

Base Salary: $850,000

Annual Performance Bonus: $0

Long-Term Incentives: $9,673,424

 

CORPORATE GOVERNANCE (see pages 15 - 21)

Director Nominees: 3

  • Mr. Paul S. Althasen
  • Mr. Thomas A. McDonnell
  • Mr. Michael N. Frumkin
4


Director Term: Three years

Director Election Standard: Majority of votes cast

Board Meetings in 2020: 7

Standing Board Committees (Meetings in 2020):

Audit (4), Compensation (6), Nominating & Corporate Governance (2)

Corporate Governance Materials:

ir.euronetworldwide.com/corporate-governance/management

Board Communication:

ir.euronetworldwide.com/corporate-governance/contact-the-board


OTHER ITEMS TO BE VOTED ON (see pages 21 - 32)

 

Approval of amendments to the amended 2006 Stock Incentive Plan

Ratification of Appointment of Independent Registered Public Accounting Firm (KPMG LLP)

Advisory Vote to Approve Named Executive Officer Compensation

 

VOTING GUIDELINES

 

What am I being asked to vote on?

 

How does the

Board of

Directors

recommend I

vote?

 

On which pages

of this Proxy

Statement can I

read more

information

before I vote?

Election of Mr. Paul S. Althasen as a Director

 

FOR

 

21 - 24

Election of Mr. Thomas A. McDonnell as a Director

 

FOR

 

21 - 24

Election of Mr. Michael N. Frumkin as a Director

 

FOR

 

21 - 24

Approval of amendments to the Amended 2006 Stock Incentive Plan
FOR
24 - 30

Ratification of Appointment of Independent Registered Public Accounting Firm

 

FOR

 

30 - 31

Advisory Vote to Approve Named Executive Officer Compensation

 

FOR

 

31 - 32

5





Euronet has made these materials available to you on the internet or, upon your request, has delivered printed versions of these materials to you by mail in connection with the solicitation of proxies by our Board of Directors (the “Board”), for use at the Annual Meeting of Stockholders to be held on Tuesday, May 18, 2021, at 1:00 p.m. (Central time), as a virtual stockholder meeting - ir.euronetworldwide.com.

Stockholders Entitled to Vote

 

Stockholders at the close of business on March 22, 2021 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. The Stockholders will be entitled to one vote for each share of common stock, par value $0.02 per share (the “Common Stock”), held of record at the close of business on the Record Date. To take action at the Annual Meeting, a quorum composed of holders of one-third of the shares of Common Stock outstanding must be represented by proxy or online at the Annual Meeting. On March 22, 2021, there were 52,785,803 shares of Common Stock outstanding. No shares of preferred stock are outstanding.


How to Vote

 

Registered Stockholders. Registered Stockholders (that is, Stockholders who hold their shares directly with our stock registrar), can vote any one of four ways:

 

 

 

 

 

 

 

Via the Internet: www.proxyvote.com - Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date.  Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

 

 

 

 

 

 

By Telephone: 1-800-690-6903 - Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or the meeting date.  Have your proxy card in hand when you call and then follow the instructions.

 

 

 

 

 

 

 

By Mail: Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

 

 

 

 

 

Virtual: Attend the Annual Meeting virtually.

 

 

 

 

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card.

Beneficial Stockholders. If your shares are held beneficially in the name of a bank, broker or other holder of record (sometimes referred to as holding shares “in street name”), you will receive instructions from the holder of record that you must follow in order for your shares to be voted. Notice and Access delivery of the proxy materials, Internet and/or telephone voting and voting at the virtual meeting also will be offered to Stockholders owning shares through most banks and brokers.

6



Revoking Your Proxy or Changing Your Vote

 

You may change your vote at any time before the proxy is exercised. For registered Stockholders, if you voted by mail, you may revoke your proxy at any time before it is exercised by executing and delivering a timely and valid later-dated proxy, by voting at the virtual meeting or by giving written notice to the Secretary. If you voted via the Internet or by telephone you may also change your vote with a timely and valid later Internet or telephone vote, as the case may be, or by voting at the virtual meeting. Attendance at the virtual meeting will not have the effect of revoking a proxy unless (1) you give proper written notice of revocation to the Secretary before the proxy is exercised, or (2) you vote at the virtual meeting.

If you hold your shares beneficially, you must follow the specific directions provided to you by your bank, broker or other holder of record to change or revoke any voting instructions you have already provided.

 

 

Voting and Solicitation

 

Each share of Common Stock issued and outstanding as of the Record Date will have one vote on each of the matters presented herein. Votes cast by proxy or at the Annual Meeting will be tabulated by the inspector of elections appointed for the Annual Meeting.

Pursuant to rules adopted by the Securities and Exchange Commission, we are making this Proxy Statement and our 2020 Annual Report available to Stockholders electronically via the Internet. On or before April 5, 2021, we mailed to our Stockholders of record the “Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be held on May 18, 2021” (the “Notice”).  All Stockholders will be able to access this Proxy Statement and our 2020 Annual Report on the website referred to in the Notice or request to receive printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internet or request a printed copy may be found in the Notice. In addition, Stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage Stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings.

We will treat shares that are voted “For,” “Against” or “Withheld From” a matter as being present at the virtual meeting for purposes of establishing a quorum. We will treat abstentions and broker non-votes also as shares that are present and entitled to be voted for purposes of determining the presence of a quorum.

7


Election of Directors

In an uncontested election, a Director nominee must be elected by a majority of the votes cast, online or by proxy, regarding the election of that Director nominee. A “majority of the votes cast” for the purposes of Director elections means that the number of votes cast “For” a Director nominee’s election exceeds the number of votes cast as “Withheld From” for that particular Director nominee. If an incumbent Director is not re-elected in an uncontested election and no successor is elected at the same meeting, the Director must submit an offer to resign.

In a contested election, which occurs when the number of Director nominees exceeds the number of open seats on the Board at any time before the virtual meeting, Director nominees will be elected by a plurality of the shares represented at the meeting. A “plurality” means that the open seats on the Board will be filled by those Director nominees who received the most affirmative votes, regardless of whether those Director nominees received a majority of the votes cast with respect to their election.

At the Annual Meeting, the election of Directors is considered to be uncontested because we have not been notified of any other nominees as required by our Amended and Restated Bylaws (“Bylaws”). To be elected, each Director nominee must receive a majority of votes cast regarding that nominee. Abstentions will have no effect on the election of Directors.

 

 

 

Other Matters

All other matters will be determined by a vote of a majority of the shares present virtually or represented by proxy and voting on such matters. Under Delaware law, abstentions are not considered votes cast and will have no effect on whether a matter is approved.

 

 

 

Broker Non-Votes

On routine matters, such as the ratification of the appointment of KPMG as our independent registered public accounting firm, if you do not provide instructions on how you wish to vote, your broker will be allowed to exercise discretion and vote on your behalf. Your broker is prohibited, however, from voting on non-routine matters, which includes all of the proposals in this Proxy Statement other than the proposal to ratify the appointment of KPMG. Broker “non-votes” will occur when a broker does not receive voting instructions from a Stockholder on a non-routine matter or if the broker otherwise does not vote on behalf of the Stockholder. Broker non-votes will not count in determining the number of votes cast with respect to the election of Directors or a proposal that requires a majority of votes cast and, therefore, will not affect the outcome of the election of Directors or the voting on such a proposal.

8



Electronic Access to Proxy Materials and Annual Report

This Proxy Statement and our 2020 Annual Report are available on our website at https://ir.euronetworldwide.com/financial-information/annual-reports, respectively. If you received paper copies of this year’s Proxy Statement and Annual Report by mail, you can elect to receive in the future an e-mail message that will provide a link to those documents on the Internet. By opting to access your proxy materials via the Internet, you will:

  • help preserve environmental resources;
  • gain faster access to your proxy materials;
  • save us the cost of producing and mailing documents to you; and
  • reduce the amount of mail you receive.

Stockholders who have enrolled in the electronic access service previously will receive their materials online this year.

 

 

 

Persons Making The Solicitation

 

Euronet is making all the solicitations in this Proxy Statement. We will bear the entire cost of this solicitation of proxies. Our Directors, officers and employees, without additional remuneration, may solicit proxies by mail, telephone and personal interviews. We will, if requested, reimburse banks, brokerage houses and other custodians, nominees and certain fiduciaries for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials to their principals.

9


CORPORATE RESPONSIBILITY & SUSTAINABILITY AT EURONET

Overview

Under the guidance and supervision of our Board of Directors, Euronet Worldwide pursues the highest level of corporate responsibility and sustainability driven by our mission to facilitate financial payments globally. These principles govern all areas of our business, including how we:

  • protect and secure personal and financial data;
  • support our employees;
  • govern our business;
  • respect our environment and connect to our communities. 

Environment

As a financial technology solutions and payments provider, the inherent nature of our business and operations has a relatively limited impact on the environment.  We utilize technological and operational efficiencies wherever possible.  Examples include:

  • Enabling consumer choice for digital delivery of a receipt for an ATM cash withdrawal or deposit
  • Processing cardless transactions
  • Reducing the use of paper forms across our money transfer business
  • Upgrading to low energy consumption equipment
  • Partnering with vendors who have strict corporate responsibility guidelines to which they adhere

Euronet also practices environmental responsibility in our workplaces:

  • We purchase recycled products and provide systems for our employees to recycle paper, plastic, aluminum, glass, and other materials as available in their regions
  • Many of our workplaces utilize motion and light sensors and climate controls to reduce electricity use in unoccupied areas
  • We strive to use low or renewable energy devices such as LED light bulbs where possible
  • We design software systems that rely on less hardware and energy requirements to perform than previous generations
  • We design our software and data centers to leverage existing centers for business continuity rather than erecting rarely used hot sites
  • We utilize technology including video and teleconferencing to reduce the need for travel for both internal and customer meetings
Social Responsibility

At Euronet, we believe a great company can only be built on a sold ethical foundation.  We want to lead in business, but we are unwilling to compromise our commitment to our values of honesty, integrity and ethics. We achieve these values through:

  • A Code of Conduct followed by our Board of Directors and all employees
  • Attempting to build and maintain a diverse workplace free from discrimination and harassment:
    • Euronet employs local talent in 52 markets around the world
    • 79% of Euronet’s 8,100 employees are based outside of the United States
      10


    • 47% of Euronet’s global workforce is female
    • We provide competitive compensation opportunities to all of our employees based on their roles and responsibilities, experience, performance and other factors
  • Giving back to the communities where we operate through a “Day of Caring”
    • Euronet allocates one full paid day for each employee to participate in a community involvement activity in their local community
    • Euronet regularly participates in fundraising events for local charities
    • Euronet provides funds to employees to direct to charities of their choice

Euronet’s mission is to facilitate financial payments across the globe and ensuring consumers can access their funds and interact in the global marketplace in the manner in which they prefer. We continue to work towards this mission by:

  • Deploying ATMs around the world to provide consumers with convenient, transparent access to cash
  • Developing technology that enables digital payments such as mobile wallet payments and money transfer deposit to or from a digital wallet or bank account
  • Making content available in whatever format the consumer prefers to transact
  • Supporting transactions and remittance options that include unbanked individuals who are traditionally excluded from payment systems
  • Establishing its ATMs in the Community program in Europe to provide cash access to residents of rural areas that have been left without cash access when bank branches close
  • Publishing AMBER Alerts on ATMs across Europe to support local government missing person search efforts 
  • Enabling emigrants the ability to send money back to support families at competitive fees
  • Enabling persons denied or without banking privileges to send money to support family 

Governance

Euronet strives for excellence in its governance practices.

Board of Directors

  • The Board is highly qualified to carry out its responsibilities as the governing body on behalf of our stockholders.
    • Euronet’s board is comprised of eight members of varying tenures, ages, genders, ethnic backgrounds, geography and professional experiences.  Two of the eight members are non-U.S. citizens and one is female. 
    • All Board members are independent members of the Board other than the Founder and Chairman. The Board also operates with a lead independent director. 
  • The Board is guided by our Corporate Governance Guidelines which establish a framework for the governance of the Board and the management of our company. 
  • We have established three committees, comprised of all independent directors, to aid the Board in its oversight of the Company: Audit Committee, Compensation Committee and Nominating & Corporate Governance Committee. 
    • Each of the committees has established a Charter to guide it in fulfilling its duties. 
      11


  • The Board completes an annual review evaluating the performance of the entire board, including the information flow to the Board and Board committees from management and to the Board as a whole from the Board Committee Chairs. 

Management

  • We manage our business on a segment basis, while also maintaining strong corporate functions and appropriate governance of our subsidiaries. 
  • This structure is designed to ensure that all units of our business operate efficiently, effectively and consistent with our corporate standards.  The management structure of each segment mirrors that of the executive management team, including a segment CEO, Finance Director, Technology Director, and Head Legal Counsel.

Cybersecurity

Cybersecurity has become one of the most critical issues facing the world today and we work relentlessly to address it.

  • We have devoted significant resources to protecting and improving our computer systems, software, network and other assets to both prevent and detect unauthorized access or activity.
  • We work closely with government agencies, law enforcement and other businesses to understand the full spectrum of cybersecurity risks.
  • We have hired dedicated cybersecurity experts and made significant investments in systems across the globe to monitor our systems 24 hours a day, seven days a week. 
  • We engage independent cybersecurity firms to ensure we keep current on the constantly evolving intrusion protections.
  • Our employees complete quarterly training designed to educate them on their responsibilities to ensure company assets are protected from potential threats. 
  • We evaluate the effectiveness of our cybersecurity practices through the use of internal audit, independent testing firms and various card industry compliance examinations and certifications.

Data Security

  • Euronet has adopted an Information Security policy written in accordance with the ISO 27001 Information Security Standard and industry leading practices to ensure business continuity and reduce business risks across Euronet’s business. 
  • We take actions to help protect our customers and consumers from fraud - including establishing velocity limits, tracking suspicious behavior, adding anti-skimming devices, adding encryption to our ATMs, etc. 

Data Privacy

We believe that protecting the rights and privacy of all personal data we handle is fundamental to trust in our business relationships.

  • Euronet is committed to complying with international data protection laws, including the European General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act  and applicable laws for cross-border data transmission.
  • We have implemented a Data Security Policy which governs how personal data is processed across our systems.  We have appointed a Data Protection Officer and other data protection compliance resources around the world to monitor and control personal data in accordance with applicable regulations.
12



BENEFICIAL OWNERSHIP OF COMMON STOCK

As of the close of business on March 22, 2021 we had 52,785,803 shares of Common Stock issued and outstanding. The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of March 22, 2021, held by: (i) each Euronet Director, nominee for Director and executive officer named in the summary compensation table, (ii) all Euronet Directors, nominees for Director and executive officers as a group, and (iii) each Stockholder known by Euronet beneficially to own more than 5% of our Common Stock.

 

 

Beneficial Ownership

Stockholder

 

Number of

Shares (1)

 

Percent of

Outstanding

Directors and Named Executive Officers

 

 

 

 

Michael J. Brown (2)

 

2,374,067

 

4.5%

     11400 Tomahawk Creek Parkway, Suite 300

 

 

 

 

     Leawood, KS 66211

 

 

 

 

Rick L. Weller (3)

 

354,764

 

*

Nikos Fountas (4)

 

113,516

 

*

Kevin J. Caponecchi (5)

 

143,432

 

*

Juan C. Bianchi (6)

 

22,662

 

*

Thomas A. McDonnell

 

78,544

 

*

Andrew B. Schmitt

 

66,721

 

*

Paul S. Althasen

 

51,222

 

*

M. Jeannine Strandjord (7)

 

45,955

 

*

Mark R. Callegari

 

16,890

 

*

Michael N. Frumkin

 

1,971

 

*

Dr. Andrzej Olechowski

 

10,000

 

*

All Directors, and Executive Officers as a Group (12 persons) (8)

 

3,279,744

 

6.2%

Five Percent Holders:

 

 

 

 

 The Vanguard Group (9)

 

4,556,263

 

8.7%

       100 Vanguard Blvd.

 

 

 

 

       Malvern, PA 19355

 

 

 

 

Wells Fargo & Company (10)
3,147,014
6.0%
       420 Montgomery Street



       San Francisco, CA 94163



Janus Henderson Group plc (11)

 

2,886,680

 

5.5%

      201 Bishopsgate

 

 

 

 

      EC2M 3AE, United Kingdom

 

 

 

 

Wasatch Advisors, Inc. (12)
2,853,071
5.5%
      505 Wakara Way



      Salt Lake City, UT 84108



________

*

The percentage of shares of Common Stock beneficially owned does not exceed one percent of the shares outstanding.

13


(1)    Calculation of percentage of beneficial ownership includes the assumed exercise of options to purchase Common Stock by only the respective named Stockholder that are vested or that will vest within 60 days of March 22, 2021 and any restricted stock units owned by such person that will vest within 60 days of March 22, 2021.

 

(2)   Includes: (i) 554,810 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021, (ii) 34,000 shares of Common Stock held by Mr. Brown’s wife, (iii) 206,000 shares of Common Stock held by Mr. Brown’s spouse as custodian for his children, and (iv) 276,400 shares of Common Stock held by family trusts for the benefit of Mr. Brown's spouse and children, of which Mr. Brown's spouse is the trustee.

 

(3)    Includes 255,919 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021.

 

(4)    Includes 92,195 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021.

 

(5)    Includes 67,659 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021.

 

(6)    Includes 17,110 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021.

 

(7)    Includes 2,000 shares held in Ms. Strandjord’s individual retirement account.

 

(8)    Includes 987,693 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2021.

 

(9)   This information was supplied on Schedule 13G/A filed with the SEC on February 10, 2021. The Vanguard Group has sole dispositive power over 4,479,600 shares. The Vanguard Group has shared voting power over 34,402 shares and shared dispositive power over 76,663 shares.

(10) This information was supplied on Schedule 13G filed with the SEC on February 11, 2021. Wells Fargo & Company has sole voting power over and sole dispositive power over 106,653 shares. Wells Fargo & Company has shared voting power over 394,002 shares and shared dispositive power over 3,040,361 shares.

 

(11) This information was supplied on Schedule 13G/A filed with the SEC on February 11, 2021. Janus Henderson Group plc has shared voting and dispositive power over 2,886,680 shares.


(12) This information was supplied on Schedule 13G filed with the SEC on February 11, 2021. Wasatch Advisors, Inc. has sole voting power and sole dispositive power over 2,853,071 shares.

14


CORPORATE GOVERNANCE


Director Independence

The Board of Directors has determined that all of the non-employee Directors are “independent” under the listing standards of The Nasdaq Stock Market LLC.

As highly accomplished individuals in their respective industries, fields and communities, the non-employee Directors are affiliated with numerous corporations, educational institutions and charities, as well as civic organizations and professional associations, many of which have business, charitable or other relationships with the Company. The Board considered each of these relationships and determined that none of these relationships conflict with the interests of the Company or would impair the relevant non-employee Director’s independence or judgment.

In the event of Board-level discussions pertaining to a potential transaction, relationship or arrangement involving an organization with which a Director is affiliated, that Director would be expected to recuse himself or herself from the deliberation and decision-making process.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Board held four regular meetings and three special meetings during 2020. The Board has established an Audit Committee, a Compensation Committee and a Nominating & Corporate Governance Committee. During 2020, each Director attended at least 75% of the total number of meetings held by the Board and Board committees on which he or she served (during the period for which he or she was a Director).

Board Committee Membership

          During 2020, the Board committee membership was as follows:


Director

Audit

Compensation

Nominating & Corporate Governance

Michael J. Brown*

 

 

 

Paul S. Althasen - I

 

M

C

Thomas A. McDonnell - I , L

M

M

M

Dr. Andrzej Olechowski - I

 

M

M

Michael Frumkin - I




Andrew B. Schmitt - I

M

C

M

M. Jeannine Strandjord - I

C

M

M

Mark R. Callegari - I

M

M

M


*Chairman of the Board     C - Committee Chair     M - Committee Member   I - Independent Director    L - Lead Director

15



Note: On October 1, 2020, Eriberto R. Scocimara resigned as a member of the Board, including his membership on all committees of the Board, effective immediately. Mr. Scocimara's resignation was for health reasons and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Scocimara served on the Board of Euronet since its inception in 1994. Mr. Scocimara passed away on November 3, 2020. He was a consummate and very knowledgeable Board professional, and provided expert advice for 26 years.

Audit Committee

The Company has an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act").  The Audit Committee of the Board, composed solely of independent Directors, met four times in 2020. The following four Directors are members of the Audit Committee: M. Jeannine Strandjord, Chair, Thomas A. McDonnell, Mark R. Callegari and Andrew B. Schmitt. The Audit Committee operates under a written charter adopted by the Board, which is published on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance.

The Board has determined that each of the Audit Committee members is independent, as that term is defined under the enhanced independence standards for audit committee members in the Exchange Act and rules promulgated thereunder, as amended and incorporated into the listing standards of The Nasdaq Stock Market LLC.

The Board has determined that all of the members of the Audit Committee are “audit committee financial experts” as that term is defined in the rules promulgated by the SEC pursuant to the Sarbanes-Oxley Act of 2002.

The Audit Committee has oversight responsibilities with respect to our financial reporting process and systems of internal controls regarding finance, accounting and legal compliance. The Audit Committee is responsible for retaining, evaluating and monitoring our independent registered public accounting firm and for providing an audit committee report for inclusion in our Proxy Statement. The Audit Committee is also responsible for maintaining open communication among the Audit Committee, management and our outside auditors. However, the Audit Committee is not responsible for conducting audits, preparing financial statements, or assuring the accuracy of financial statements or filings, all of which is the responsibility of management and/or the outside auditors.

Compensation Committee

The Compensation Committee of the Board met six times in 2020 to determine policies regarding the compensation of our executives and to review, determine and recommend to the full Board, as appropriate, the approval of the grant of options, restricted stock units and cash bonuses to our executives. The purpose of the Compensation Committee is to make determinations and recommendations, as appropriate, to the Board with respect to the compensation of our Chief Executive Officer and other senior executive officers.  The following six Directors are members of the Compensation Committee: Andrew B. Schmitt, Chair, Thomas A. McDonnell, M. Jeannine Strandjord, Dr. Andrzej Olechowski, Mark R. Callegari and Paul S. Althasen. The Board has determined that all the members of the Compensation Committee are: (i) independent as defined under the independence standards of the listing standards of The Nasdaq Stock Market LLC both for directors generally and those applicable to members of the Compensation Committee, (ii) “non-employee” directors under Section 16 rules, and (iii) “outside directors” for purposes of Internal Revenue Code Section 162(m).

The Compensation Committee performs its functions and responsibilities pursuant to a written charter adopted by our Board, which is published on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance.

Its charter authorizes our Compensation Committee to delegate its responsibilities to one or more subcommittees or Directors, in accordance with restrictions set forth in the charter. Under the terms of our incentive plans, our Compensation Committee is authorized to administer the plans and may delegate its authority under such plans to another committee of the Board or a Director.

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Our human resources department supports the Compensation Committee in its work and in some cases acts pursuant to delegated authority to fulfill various functions in administering the day-to-day ministerial aspects of our compensation and benefits plans.

Annual Process for Determining Compensation of Executive Officers

As further described in the “Compensation Discussion and Analysis,” our Compensation Committee, together with senior management and outside consultants engaged by the Compensation Committee, conducts an annual review of our overall compensation program for executive officers. With respect to executive officer compensation, our Compensation Committee reviews each of the key components of compensation - base salary and short- and long-term incentives, both within Euronet and as compared to peers and survey data to determine whether each of these components is consistent with our compensation philosophy and its related goals and objectives. Upon the recommendation of our Chief Executive Officer with respect to the compensation of each executive officer who directly reports to him, and, based on the findings of any outside consultants that may be engaged to assist in this review, our Compensation Committee determines or recommends to the full Board, as appropriate, the compensation for all key executives, including our Chief Executive Officer.  Executive officers are not involved in proposing or seeking approval for their own compensation.

Process for Determining Non-Employee Director Compensation

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

Outside Executive Compensation Consultants

The Compensation Committee directly retained FW Cook as its outside compensation consultant for 2020. FW Cook assisted the Compensation Committee and performed functions in connection with executive compensation matters for the Compensation Committee including: (i) conducting a competitive assessment of key executives’ total direct compensation (e.g., sum of base salary, annual bonus and long-term incentive opportunity), (ii) evaluating appropriateness of annual incentive plan targets and standards, (iii) assessing whether the structure (the mix of cash and equity compensation, as well as annual and long-term incentives) is appropriate and competitive, (iv) comparing Euronet’s annual share utilization and earnings per share dilution for equity-based compensation to competitive practices and institutional investor guidelines, (v) comparing Euronet’s expense for stock-based compensation to its peer companies, (vi) advising the Compensation Committee regarding design changes to compensatory programs and the development of new programs based on strategic goals, competitive assessment, regulatory changes and risk management, (vii) informing the Compensation Committee of emerging trends in executive compensation, the institutional investor climate and corporate governance and accounting developments, (viii) providing and periodically advising on stock ownership or retention guidelines for senior executives, and (ix) providing the Compensation Committee with regular updates regarding changes in regulatory and legislative developments impacting executive compensation.

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The Compensation Committee assessed the independence of FW Cook pursuant to Nasdaq's rules and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Committee.

     Compensation Policies and Practices as They Relate to Risk Management

Together with management, the Compensation Committee considered the design and operation of the Company’s compensation arrangements, including the performance objectives and target levels used in connection with incentive awards and evaluated the relationship between the Company’s risk management and these arrangements. The Compensation Committee believes that the Company’s compensation policies and practices do not encourage unnecessary or excessive risk taking and that any risks arising from the Company’s compensation policies and practices for its employees are not reasonably likely to have a material adverse effect on the Company.

Nominating & Corporate Governance Committee

The Nominating & Corporate Governance Committee met two times in 2020. In May 2020, the Nominating & Corporate Governance Committee met to discuss and approve the nomination of Michael N. Frumkin to the Board. In February 2021, the Nominating & Corporate Governance Committee met to evaluate the performance of the Board during 2020 and consider nominees for election at the Annual Meeting. Paul S. Althasen, Chair, M. Jeannine Strandjord, Andrzej Olechowski, Thomas A. McDonnell, Mark R. Callegari and Andrew B. Schmitt are the current members of the Nominating & Corporate Governance Committee. The Board has determined that all of the members of the Nominating & Corporate Governance Committee are independent as defined under the general independence standards of the listing standards of The Nasdaq Stock Market LLC.

The Nominating & Corporate Governance Committee performs the functions of a nominating committee. The Nominating & Corporate Governance Committee’s charter describes the committee’s responsibilities, including developing corporate governance guidelines and seeking, screening and recommending Director candidates for nomination by the Board. This charter is published on our website at http://ir.euronetworldwide.com/corporate-governance. Euronet’s Corporate Governance Guidelines contain information regarding the selection, qualification and criteria for Director nominees and the composition of the Board, and are published on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance.

The Nominating & Corporate Governance Committee evaluates each Director in the context of the Board as a whole, with the objective of recommending a Director who can best perpetuate the success of the business and represent Stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas. The Nominating & Corporate Governance Committee considers the experience, qualifications, attributes and skills of each Director and nominee, including the person’s particular areas of expertise and other relevant qualifications, and the interplay of such experience, qualifications, attributes and skills with the Board as a whole. As determining the specific qualifications or criteria against which to evaluate the fitness or eligibility of potential Director candidates is necessarily a dynamic and an evolving process, the Board believes that it is not always in the best interests of Euronet or its Stockholders to attempt to create an exhaustive list of such qualifications or criteria. Appropriate flexibility is needed to evaluate all relevant facts and circumstances in context of the needs of the Board and Euronet at a particular point in time. Accordingly, the Nominating & Corporate Governance Committee reserves the right to consider those factors as it deems relevant and appropriate, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other potential Director candidates. The committee does not have a policy concerning diversity but it believes that the above criteria will lead the committee to consider diversity in its various forms (including diversity of age, experience, background and perspective) in selecting Director candidates. In determining whether to recommend a Director for re-election, the Nominating & Corporate Governance Committee also considers the Director’s past attendance at meetings and participation in and contributions to the activities of the Board.

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As general guidelines, members of the Board and potential Director candidates for nomination to the Board will be persons with appropriate educational background and training and who:

  • have personal and professional integrity;
  • act in a thorough and inquisitive manner;
  • are objective;
  • have practical wisdom and mature judgment;
  • have demonstrated the kind of ability and judgment to work effectively with other members of the Board to serve the long-term interests of the Stockholders;
  • have a general understanding of management, marketing, accounting, finance and other elements relevant to Euronet’s success in today’s business environment;
  • have financial and business acumen, relevant experience, and the ability to represent and act on behalf of all Stockholders;
  • are willing to devote sufficient time to carrying out their duties and responsibilities effectively, including advance review of meeting materials; and
  • are committed to serve on the Board and its committees for an extended period of time.

In addition, we do not permit any new Directors nominated by the Board (a) who serve as a member of Euronet’s Audit Committee to serve on the audit committee of more than two other boards of public companies, (b) who serve as chief executive officers or in equivalent positions of other public companies to serve on more than two boards of public companies in addition to the Board, and (c) generally to serve on more than four other boards of public companies in addition to the Board.

The Board values the contributions of a Director whose years of service has given him or her insight into Euronet and its operations and believes term limits are not necessary.

Director Candidate Recommendations and Nominations by Stockholders

The Nominating & Corporate Governance Committee’s charter provides that the Nominating & Corporate Governance Committee will consider Director candidate recommendations by Stockholders. Director candidates recommended by Stockholders are evaluated in the same manner as candidates recommended by the Nominating & Corporate Governance Committee. Stockholders should submit any such recommendations to the Nominating & Corporate Governance Committee through the method described under “Other Matters - Recommendations or Nominations of Individuals to Serve as Directors” below. In addition, in accordance with Euronet’s Bylaws, any Stockholder of record entitled to vote for the election of Directors at the applicable meeting of Stockholders may nominate persons for election to the Board of Directors if such Stockholder complies with the notice procedures set forth in the Bylaws and summarized in “Other Matters - Deadline to Propose or Nominate Individuals to Serve as Directors” below.

Lead Independent Director

Under the Company’s Corporate Governance Guidelines, the Board annually selects a Lead Independent Director. The principal responsibilities of the Lead Independent Director are to call for and conduct executive sessions of the Board, serve as liaison between the Chairman of the Board and the independent Directors, approve meeting agendas and schedules for Board meetings, recommend matters to the Chairman for consideration by the Board and be available for consultation and direct communication with Stockholders and all interested parties. A full list of the roles and responsibilities is included in the Company’s Corporate Governance Guidelines.

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The Board believes that the existence of a Lead Independent Director enhances coordination of decision-making among the independent Directors and communication between them and the Chairman, and provides a single point of contact for Stockholders and other outside parties to communicate with the Board.  Thomas A. McDonnell has acted as the Lead Independent Director since September 2014.

Combined CEO and Chairman Role

Michael J. Brown currently serves as both Chairman of the Board of Directors and Chief Executive Officer and President of the Company. The Nominating & Corporate Governance Committee and the Board have considered the advantages and disadvantages of the combination of these two roles and consider it appropriate to maintain the combined roles. In particular, the Board has concluded that this structure promotes unified leadership and direction for the Company and provides a single, clear focus for the chain of command to execute the Company’s business plans and strategies.

Risk Oversight

The Board has delegated oversight of Euronet’s risk management efforts to the Audit Committee. The Audit Committee’s role in risk oversight includes reviewing information provided by members of senior management on areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal, regulatory, compliance, cybersecurity, strategic and reputational risks. The Audit Committee uses such information to understand the Company’s risk identification, risk management and risk mitigation strategies. The Board believes that risk management is an integral part of Euronet’s annual strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

Part of the Audit Committee’s responsibilities, as set forth in its charter, is to review with corporate management, the independent auditors and the internal auditors, if applicable, any legal matters, risks or exposures that could have a significant impact on the financial statements and the steps management has taken to minimize the Company’s exposure. The Company’s management regularly evaluates these controls, and the Audit Committee is provided regular updates regarding the effectiveness of the controls. The Audit Committee regularly reports to the full Board.

Cybersecurity Oversight

The Board is responsible for overseeing cybersecurity risk.  In 2020, the Company's Chief Technology Officer gave two presentations to the Board regarding the security and integrity of the Company's systems, including cybersecurity updates that focused on the Company's most critical processing systems, cybersecurity infrastructure and procedures, drills and training of employees, mitigation of cyber risks and assessments by third-party experts.

Communications with the Board of Directors

The Board has approved a formal policy for Stockholders to send communications to the Board or its individual members. Stockholders can send communications to the Board and specified individual Directors by mailing a letter to the attention of the Board or a specific Director (c/o the General Counsel) at Euronet Worldwide, Inc., 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211 or by sending an email to directors@eeft.com.

Upon receipt of a communication for the Board or an individual Director, the General Counsel will promptly forward any such communication to all the members of the Board or the individual Director, as appropriate. If a communication to an individual Director deals with a matter regarding Euronet, the General Counsel will forward the communication to the entire Board, as well as the individual Director. Neither the Board nor a specific Director is required to respond to Stockholder communications and when responding shall do so only in compliance with the Corporate Governance Guidelines.

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Director Attendance at Annual Meeting

Euronet has a policy encouraging its Directors to attend the Annual Meeting of Stockholders. Seven Directors, Michael J. Brown, Andrew B. Schmitt, Paul S. Althasen, M. Jeannine Strandjord, Mark R. Callegari, Eriberto R. Scocimara, and Dr. Andrzej Olechowski, attended our 2020 Annual Meeting.

Code of Conduct

The Board has adopted a Code of Business Conduct & Ethics for Directors, Officers and Employees (the “Code of Conduct”) that applies to our directors, executive officers and our employees. The Code of Conduct is available on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance. Any amendment to or waiver of the Code of Conduct will be filed on Form 8-K or posted on our website.

PROPOSAL 1


ELECTION OF DIRECTORS

Our Directors are as follows:

Name

 

Age

 

Position

 

Term Expires

Michael N. Frumkin

52


Class III Director
2021
Paul S. Althasen
56
Class III Director
2021
Thomas A. McDonnell
75
Class III Director
2021

Dr. Andrzej Olechowski

 

74

 

Class II Director

 

2023

Mark R. Callegari
64
Class II Director
2023

Michael J. Brown

 

64

 

Chairman, Chief Executive Officer and Class I Director

 

2022

Andrew B. Schmitt

 

72

 

Class I Director

 

2022

M. Jeannine Strandjord

 

75

 

Class I Director

 

2022


Classified Board

We currently have eight Directors divided among three classes as described above.

The Board has determined that all of the Directors, other than Mr. Brown, are independent Directors as defined in the listing standards for The Nasdaq Stock Market LLC.

Three Class III Directors are to be elected at the Annual Meeting for three-year terms ending at the Annual Meeting of Stockholders in 2024. The Board has nominated Michael N. Frumkin, Paul S. Althasen and Thomas A. McDonnell for election as Class III Directors. Unless otherwise instructed, each valid proxy will be voted for Messrs. Frumkin, Althasen and McDonnell. Each of the Class III nominees has consented to serve as a Director of Euronet. If a nominee is unable or subsequently declines to serve as a Director at the time of the Annual Meeting, the proxies will be voted for any alternative nominee who shall be designated by the present Board to fill the vacancy. We are not aware of any reason why Messrs. Frumkin, Althasen or McDonnell will be unable or will decline to serve as a Director.

Nominees for Election at the Annual Meeting

The following is a brief description of the business experience of each nominee for Director and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the nominee should continue to serve as a Director for the Company, in light of the Company’s business and structure.

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MICHAEL N. FRUMKIN has more than 25 years of experience in technical and management leadership roles in fast-growth, high-performance technology companies, including Silicon Valley icons like NeXT and Google. He was responsible for critical engineering functions at Verity, Excite, and Google all of whom went from startup to successful IPOs during his tenure. In 1995, he joined a small 10 person startup that built one of the first full scale commercial internet search engines that eventually became Excite@Home, a multi-billion dollar public company. In his tenure at Excite, Mr. Frumkin was responsible for core company functions like web crawl and e-commerce engineering. After Excite, Mr. Frumkin spent several years as the Chief Technology Officer of Gamechange, the seed stage collaboration between Accenture Technology Ventures and Softbank Venture Capital, where he was responsible for technical due diligence and providing management guidance to portfolio companies. In 2002, pursuing a desire to go back to his more technical distributed computing roots, he joined Google where his responsibilities have ranged from managing large engineering teams responsible for most of Google’s revenue, to overseeing critical internal software infrastructure projects. At various points in time, he was responsible for the engineering teams building and operating AdWords and the initial launch of AdSense, and the building of Google’s personalization infrastructure. In 2012, Mr. Frumkin founded the Google Accelerated Science research team within Google Research. This team works with leading scientific institutions and universities around the world to increase the pace of discovery in important scientific research by bringing Google’s expertise in machine intelligence and machine perception to bear on fundamental science problems. Mr. Frumkin holds Bachelor of Science and Master of Science degrees in Computer Science and Engineering from MIT. 

The Board considers as particularly valuable Mr. Frumkin's technical and engineering expertise, and demonstrated success in applying that knowledge across a variety of high-growth technology companies.

PAUL S. ALTHASEN has served on our Board since May 2003. He joined Euronet in February 2003 in connection with Euronet’s acquisition of e-pay Limited, a UK company. Mr. Althasen served as Executive Vice President of Euronet until his resignation on April 2, 2012. Mr. Althasen is a co-founder and former CEO and Co-Managing Director of e-pay, and he was responsible for the strategic direction of e-pay from its formation in 1999 until April 2012. From 1989 to 1999, Mr. Althasen was a co-founder and Managing Director of MPC Mobile Phone Center, a franchised retailer of cellular phones in the UK. Previously, Mr. Althasen worked for Chemical Bank in London where he traded financial securities. From 2008 to 2016, Mr. Althasen served as a director of Evolve Telecom Ltd., a B2B provider of telecommunication services. Mr. Althasen currently serves as a director of Lodwick Homes Ltd. Since 2008, Mr. Althasen has been a director of Pier Insurance Managed Services Ltd., where he holds joint responsibility for the company's strategic direction and general management. Mr. Althasen has a B.A. (Honors) degree in business studies from the City of London Business School.

The Board considers as particularly valuable Mr. Althasen's broad first-hand knowledge and experience in the prepaid payments industry in Western Europe and especially in the UK.

THOMAS A. MCDONNELL has been a Director of Euronet since its incorporation in December 1996 and he previously served on the boards of Euronet’s predecessor companies. He has served as Lead Independent Director since September 2014. From October 1984 until September 12, 2012, he served as Chief Executive Officer of DST Systems, Inc., a former Stockholder of Euronet. From September 12, 2012 through December 31, 2012, he served as non-executive Chairman of DST Systems, Inc. From 1973 to September 1995, he served as Treasurer of DST Systems, Inc. From January 1, 2013 until his retirement on December 31, 2014, Mr. McDonnell was President and Chief Executive Officer of the Ewing Marion Kauffman Foundation. Mr. McDonnell is currently a director of Kansas City Southern, where he is a member of the Audit Committee. Mr. McDonnell has a B.S. in Accounting from Rockhurst University and an M.B.A. from the Wharton School of Finance.

The Board considers as particularly valuable Mr. McDonnell's many years of experience in management of a public company in the transaction processing industry and participation on other company boards, whereby Mr. McDonnell has acquired extensive financial, accounting and management experience and substantive business knowledge. These qualities, as well as the knowledge of the Company’s business gained from his participation on the Board since the Company’s inception, are considered particularly valuable by the Board.

Other Directors

The following is a brief description of the business experience of each of our other Directors whose term of office will extend beyond 2020, and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the other Directors are qualified for service as a Director of the Company, in light of the Company’s business and structure.

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MICHAEL J. BROWN is one of the co-founders of Euronet in 1994 and has served as our Chairman of the Board and Chief Executive Officer since 1996 and as our President since December 2014.  He also served as our President from December 11, 2006 to June 11, 2007. Mr. Brown has been a Director of Euronet since our incorporation in December 1996 and previously served on the boards of Euronet’s predecessor companies. In 1979, Mr. Brown co-founded Innovative Software, Inc., a computer software company that was merged in 1988 with Informix. Mr. Brown served as President and Chief Operating Officer of Informix from February 1988 to January 1989. He served as President of the Workstation Products Division of Informix from January 1989 until April 1990. In 1993, Mr. Brown was a founding investor of Visual Tools, Inc. Visual Tools, Inc. was acquired by Sybase Software in 1996. Mr. Brown was formerly a director of Blue Valley Ban Corp. and Nexxus Lighting, Inc. Mr. Brown currently serves on the board of directors of Monopar Therapeutics. Mr. Brown received a B.S. in electrical engineering from the University of Missouri-Columbia in 1979 and a M.S. in molecular and cellular biology at the University of Missouri-Kansas City in 1997.

The Board considers as particularly valuable Mr. Brown's deep commitment to the success of the Company (demonstrated in particular by his long-term stock holdings), his extensive experience as the founder of the Company and the initiator of each of the business lines of the Company, and the strategic, business and financial skills and knowledge he brings to his position as Director. Through his management of the Company since its inception, Mr. Brown has acquired a unique knowledge of the financial transaction processing industry in the markets in which the Company operates. 

 ANDREW B. SCHMITT has served on our Board since September 24, 2003. Mr. Schmitt served as President and Chief Executive Officer of Layne Christensen Company from October 1993 until his retirement on January 31, 2012. For approximately two years prior to joining Layne Christensen Company, Mr. Schmitt was a partner in two privately owned hydrostatic pump and motor manufacturing companies and an oil and gas service company. He served as President of the Tri-State Oil Tools Division of Baker Hughes Incorporated from February 1988 to October 1991. Currently, Mr. Schmitt serves on the board of directors of FreightCar America, Inc., where he chairs the Compensation Committee and is a member of the Nominating and Corporate Governance Committee. Mr. Schmitt served as a director of Layne Christensen Company until his retirement in 2012. Mr. Schmitt holds a bachelor of science degree from the University of Alabama School of Commerce and Business.

The Board considers as particularly valuable Mr. Schmitt's extensive financial, business and management experience and skills, including in particular, valuable knowledge and experience acquired from managing an international business that, like the Company, operated in many developing markets during his tenure.

M. JEANNINE STRANDJORD, CPA, has 50 plus years of financial management experience and was employed in three different industries after starting in public accounting on the audit staff of Ernst and Whinney in 1968.  For 20 years, beginning in 1985, she held several senior financial management roles at Sprint Corporation.  She managed the successful transformation and restructuring of Sprint as Chief Integration Officer from 2003 until 2005 when she retired.  Previously, she was Senior VP and Chief Financial Officer of Global Solutions, a $9 billion division, from 1998 until 2003, and was Controller and Treasurer from 1986 to 1998.  Ms. Strandjord was a director of American Century Mutual Funds (for six registered investment companies) from 1994 to 2018; was a director of DST Systems, Inc., from 1996 to 2012; and has been a director of MGP Ingredients since 2013.  She has also been a director of JE Dunn Construction Corporation, a private company, since 2006.  Her current non-profit boards are the Ewing Marion Kauffman Foundation, the Truman Library, and the KU Medical Center Advancement Board. Past non-profit boards include Rockhurst University, the Heartland Chapter of the National Association for Corporate Directors, the Kansas City Community Foundation and the National World War I Museum and Memorial. She has been a Director of the Company since 2001 and is currently the Chair of the Audit Committee. She also served as  Lead Independent Director from 2010 to 2014.  Ms. Strandjord holds a bachelor's degree in accounting and business administration from the University of Kansas. She was named "National Director of the Year" by the National Association of Corporate Directors in 2018.

The Board considers as particularly valuable Ms. Strandjord's experience on the boards of various other public companies, as well as an extensive background in finance, corporate governance, restructuring, talent management, and compensation and benefits.

23


DR. ANDRZEJ OLECHOWSKI has served on our Board since May 2002. He previously served as a Director of Euronet from its incorporation in December 1996 until May 2000. From 2005 until 2009 when he retired, Dr. Olechowski was the President of Conseil DG, a Polish consulting company. From 1995 until 2008, Dr. Olechowski served as a Senior Advisor for Central Europe Trust, Poland, a consulting firm. He has held several senior positions with the Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served as economic advisor to President Lech Walesa. From 1991 to 1992, he was Secretary of State in the Ministry of Foreign Economic Relations and from 1989 to 1991 he was Deputy Governor of the National Bank of Poland. From May 1998 to June 2000, Dr. Olechowski served as the Chairman of Bank Handlowy w Warszawie S.A. (Poland). From 2011 to 2018, Dr. Olechowski was a Professor at Vistula University. Until April 2009, Dr. Olechowski sat on the Supervisory Board of Vivendi (France) and currently sits on the Supervisory Board of Bank Handlowy w Warszawie S.A. (Poland), and the board of directors of Play Communications S.A. and the boards of various charitable and educational foundations.  He received a Ph.D. in Economics in 1979 from the Central School of Planning and Statistics in Warsaw.

The Board considers as particularly valuable Dr. Olechowski's significant stature in Polish government and business, his extensive business connections in and knowledge of the banking industry in Poland and Central Europe (which have historically been among the Company’s most important markets in the EFT Division), as well as his experience as a consultant and member of other boards with respect to the strategic and market factors affecting the Company’s business.

MARK R. CALLEGARI has served on our Board since September 2014. Mr. Callegari is the Founder and Chief Executive Officer of Callegenix, LLC, an industry leader in lighting control and microprocessing systems founded in 1999. In 2002, Mr. Callegari founded LightWild LLC and served as its Chairman until 2013. In 2002, Mr. Callegari founded and served as Chairman of Animated Lighting, Inc., until its sale in 2005. In 1998, Mr. Callegari founded Tidestone Technologies and served as its Chairman until 2001. In 1979, Mr. Callegari co-founded Innovative Software, Inc., a computer software company that was merged in 1988 with Informix. Mr. Callegari served as Executive Vice President of Informix from 1988 to 1992. Mr. Callegari received a Bachelor of Science degree from Rockhurst University and is the holder of two patents on the process of illuminating building facades.

The Board considers as particularly valuable Mr. Callegari's extensive talent as a proven entrepreneur with valuable insight and his experience in developing industry leading technology and software solutions.

Required Vote and Board Recommendation

Election of the Company’s three nominees for Director requires each Director nominee to receive the affirmative vote of a majority of the votes cast online, by telephone, mailed in or represented by proxy at the Annual Meeting regarding the election of such Director nominee.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MR. MICHAEL N. FRUMKIN, MR. PAUL S. ALTHASEN AND MR. THOMAS A. MCDONNELL AS CLASS III DIRECTORS OF EURONET.

PROPOSAL 2


APPROVAL OF AMENDMENTS TO THE AMENDED 2006 STOCK INCENTIVE PLAN


We believe that equity compensation aligns the interests of management and employees with the interests of other Stockholders. Our Board has adopted, subject to the approval of our Stockholders, amendments to the Amended 2006 Stock Incentive Plan, as amended and restated (the “Plan”), which is summarized below. A copy of the Plan, as proposed to be amended and restated, is attached as Appendix A to the proxy statement filed with the SEC. The following description of the material features of the Plan is qualified in its entirety by reference to the provisions of the Plan.

Summary of the Proposed Amendments

We are asking the Stockholders to approve the following amendments to the Plan:
24


  • Increase in Number of Shares Available for Issuance. We are proposing to amend the Plan to increase the number of shares of Common Stock that are available for issuance under the Plan from 11,400,000 to 17,400,000. We believe that increasing the number of shares available for issuance under the Plan is necessary to ensure that a sufficient reserve of shares is available for future awards under the Plan. As of December 31, 2020, 492,491 shares remained available for issuance in connection with new awards under the Plan and 4,576,803 shares were subject to awards outstanding under the Plan.
  • Amendment to Remove Section 162(m) Performance Goals.  We are proposing to amend the Plan to remove specified performance goals applicable to performance awards granted to “covered employees,” as defined under Section 162(m)(3) of the Internal Revenue Code of 1986.
  • Amendment to Introduce a Fungible Share Ratio.  We are proposing to amend the Plan to introduce a “fungible share ratio,” under which options and stock appreciation rights would reduce the share reserve on a one-for-one basis, but full value awards, such as restricted stock units and performance awards, would reduce the share reserve on a two-for-one basis.
  • Amendment to Introduce a Minimum Vesting Requirement.  We are proposing to amend the Plan to introduce a minimum vesting requirement of one (1) year for at least 95% of all awards.
  • Amendment to Prohibit Liberal Share Recycling of Options.  We are proposing to amend the Plan to prohibit shares used for payment of an option exercise price or shares withheld for taxes for options from returning to the available share pool.
  • Amendment to Prohibit Liberal Share Recycling of Full Value Awards.  We are proposing to amend the Plan to prohibit shares withheld for taxes for full value awards from returning to the available share pool.
  • Amendment to Prohibit Payment of Dividends on Unvested Awards.  We are proposing to amend the Plan to prohibit the payment of dividends or dividend equivalents on unvested awards for all equity award types.
  • Amendment to Introduce CEO Holding Period Requirements.  We are proposing to amend the Plan to require the CEO to retain vested shares and shares issued from the exercise of options for at least twelve (12) months, excluding any shares that are used to satisfy income tax withholding obligations.
Description of the Plan

     General

     The Plan provides for grants of non-qualified stock options and incentive stock options ("ISOs"). The Plan also provides for grants of restricted shares, restricted stock units, bonus shares, stock appreciation rights, performance awards, performance units and performance shares. The objectives of the Plan are to (i) strengthen key employees' commitment to our success, (ii) retain existing key employees, (iii) stimulate key employees' efforts on our behalf, and (iv) help us attract new employees with the education, skills and experience we need.

     Prohibitions of Repricing

     The Plan prohibits the “repricing” of stock options and stock appreciation rights outstanding unless prior Stockholder approval is obtained. Without Stockholder approval, the terms of such awards may not be amended to effectively reduce the exercise price of such awards or to cancel such awards in exchange for other stock options or stock appreciation rights with an exercise price that is less than the exercise price of such awards, other awards, or cash. The prohibition does not apply to equitable adjustments of awards in connection with stock splits and similar transactions.

     Eligibility and Limits on Awards

     Any director, officer or employee or independent contractor of Euronet or any majority owned subsidiary is eligible to receive awards under the Plan. As of December 31, 2020, there were seven non-employee directors, six executive officers and approximately 8,100 employees other than executive officers who are potentially eligible to receive awards. No determination has been made as to which of our officers, employees and directors will receive grants under the Plan, as amended, and therefore the benefits to be allocated to any individual or to any group of employees or directors are not presently determinable.

     The Plan places limits on the maximum amount of awards that may be granted to any employee in any one year period. Under the Plan, no employee may receive awards that cover in the aggregate more than 500,000 shares in any one-year period. This limitation includes awards of bonus shares that are paid in that same year on account of the satisfaction of one or more performance goals under our Executive Annual Incentive Plan.
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     Administration

     The Plan may be administered by our Board or one or more committees of our Board (collectively, the “Plan Committee”). The Plan is currently administered by the Compensation Committee. The Plan Committee selects the eligible participants to whom awards will be granted and sets the terms of such awards, including any performance goals applicable to annual and long-term incentive awards. The Plan Committee may delegate its authority under the Plan to officers of the Company, subject to guidelines prescribed by the Plan Committee.

     Shares Reserved for Awards

     If the proposed amendment is approved, the Plan will provide for up to 17,400,000 shares of Common Stock to be used for awards. The shares issued under the Plan may consist, in whole or in part, of authorized and unissued shares or treasury shares, and to the extent any award under the Plan is exercised, cashed out, terminates, expires or is forfeited without payment being made in the form of shares of Common Stock, the shares subject to such award that were not so paid will again be available for distribution under the Plan. Any shares of Common Stock that are used for full or partial payment of the purchase price of shares of Common Stock with respect to a stock option exercise and any shares of Common Stock withheld by us for the purpose of satisfying any tax withholding obligation will be counted against the authorized limit. Any shares granted in connection with stock options and stock appreciation rights will be counted against the authorized limit as one (1) share for every one (1) stock option or stock appreciation right awarded. Any shares granted in connection with awards other than stock options and stock appreciation rights shall be counted against the authorized limit as two (2) shares for every one (1) share granted in connection with such share award. Unless otherwise determined by the Plan Committee, stock options may be exercised by payment in cash or tendering shares of Common Stock to us in full or partial payment of the exercise price, or by net exercise.

     The number of shares of Common Stock authorized for awards is subject to adjustment for changes in capitalization, reorganizations, mergers, stock splits, and other corporate transactions as our Board or the Plan Committee determines to require an equitable adjustment. Additionally, shares underlying substitute awards issued in connection with a merger or similar corporate transaction consummated with a third-party are not subject to the Plan's share limitations. The Plan will remain in effect until all the shares available have been used to pay awards, subject to the right of our Board to amend or terminate the Plan at any time. If the proposed amendment is approved, no ISOs may be issued pursuant to the Plan after March 15, 2031, unless the Plan is reapproved by Stockholders before that date.

     General Terms of Awards

     The Plan Committee selects the service providers (officers, employees, non-employee directors and independent contractors) who receive awards and sets the term of each award. The Plan Committee has the power to determine the terms of the awards granted, including the number of shares subject to each award, the form of consideration payable upon exercise, the period in which the award may be exercised after termination of employment, and all other matters.

     The Plan Committee will also set the vesting conditions of the award, including, for example, that an award may be forfeited if the recipient's employment terminates before the award vests; except that vesting will be accelerated if there is a change of control of Euronet and a participant's employment is terminated other than for cause or “Good Reason” as defined in the Plan within one year following such change of control. In addition, no award shall vest and therefore become exercisable unless at least one (1) year has elapsed since the grant date.

     Awards granted under the Plan are not generally transferable by the holder except in the event of the employee's death or unless otherwise required by law or provided in an award agreement. An award agreement may provide for the transfer of an award in limited circumstances to certain members of the grantee's family or a trust or trusts established for the benefit of such a family member. Any such transfer, if permitted under the award agreement, cannot be for consideration, other than nominal consideration. Other terms and conditions of each award will be set forth in award agreements, which can be amended by the Plan Committee.
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     Performance Awards

     Performance unit and performance share awards may be granted under the Plan. Such awards will be earned only if corporate, business unit or individual performance objectives over performance cycles, established by or under the direction of the Plan Committee, are met. Similarly, the exercise, vesting or payment, as the case may be, of stock options, stock appreciation rights, restricted stock and restricted stock units may be made subject to the achievement of performance goals, such awards are referred to in the Plan as “Performance Awards.” The performance objectives may vary from participant to participant, group to group and period to period and may be based on internal or external requirements. Awards may be paid in the form of cash, shares of Common Stock or any combination thereof, as determined by the Plan Committee. 

     No dividends or dividend equivalents will be paid with respect to any unvested awards.

     Restricted Stock

     Restricted shares of Common Stock may also be awarded under the Plan. The restricted shares will vest and become transferable upon the satisfaction of conditions set forth in the respective restricted share award agreement.

     Restricted Stock Units

     Restricted stock units (“RSUs”) relating to shares of Common Stock may also be awarded under the Plan. An RSU entitles the holder to receive one share of Common Stock for each RSU that vests. The RSUs will vest and become payable in accordance with the terms of the respective RSU award agreement.

     Stock Options


     The Plan permits the granting of
ISOs to eligible employees, which qualify for special tax treatment, and non-qualified stock options. The exercise price for any ISO will not be less than the fair market value of a share of Common Stock on the date of grant. No stock option may be exercised more than ten years after the date of grant.

     Stock Appreciation Rights

    Stock Appreciation Rights ("SARs") may be granted either singly (freestanding SARs) or in combination with underlying stock options (tandem SARs). SARs entitle the holder upon exercise to receive an amount equal in value to the excess of the fair market value of the shares covered by such right over the grant price. The payment upon a SAR exercise may be either in cash, in whole shares of equivalent value or both.

     Change of Control Provisions

     The Plan provides that, if within the one-year period commencing on a Change of Control (as defined in the Plan), a participant's employment or other relationship with Euronet is terminated and such termination was by Euronet without cause or by the participant with “Good Reason,” then, subject to certain limitations on payment as set forth in the Plan for “specified employees,” all stock options and SARs will become fully vested and immediately exercisable, the restrictions applicable to restricted stock outstanding and other stock-based awards will lapse and Performance Awards outstanding will be vested and paid out on a prorated basis, based on the maximum award opportunity of such awards and the number of months elapsed compared with the total number of months in the performance cycle. The Committee may also make certain adjustments and substitutions in connection with a Change of Control or similar transactions or events as described under "Shares Reserved for Awards."

     Federal Income Tax Consequences


     Based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and the existing regulations thereunder, the anticipated U.S. federal income tax consequences of awards granted under the Plan are as described below. The following discussion is not intended to be a complete discussion of applicable law and is based on the U.S. federal income tax laws as in effect on the date hereof:
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     Non-Qualified Stock Options. An employee receiving a non-qualified option does not recognize taxable income on the date of grant of the non-qualified option. In general, the employee must recognize ordinary income at the time of exercise of the non-qualified option in the amount of the difference between the fair market value of the shares of Common Stock on the date of exercise and the option price. The ordinary income recognized will constitute compensation for which tax withholding generally will be required. The amount of ordinary income recognized by an employee will be deductible by us in the year that the employee recognizes the income if we comply with the applicable withholding requirements.

     Shares of Common Stock acquired upon the exercise of a non-qualified option will have a tax basis equal to their fair market value on the exercise date or other relevant date on which ordinary income is recognized, and the holding period for the shares of Common Stock generally will begin on the date of exercise or such other relevant date. Upon subsequent disposition of shares of Common Stock, the employee will recognize long-term capital gain or loss or short-term capital gain or loss depending upon the amount of time that the employee has held the shares of Common Stock.

     If an employee pays the exercise price, in whole or in part, with previously acquired shares of Common Stock, the employee will recognize ordinary income in the amount by which the fair market value of the shares of Common Stock received exceeds the exercise price. The employee will not recognize gain or loss upon delivering the previously acquired shares of Common Stock to us. Shares of Common Stock received by an employee, equal in number to the previously acquired shares of Common Stock exchanged therefore, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares of Common Stock. Shares of Common Stock received by an employee in excess of the number of such previously acquired shares of Common Stock will have a basis equal to the fair market value of the additional shares of Common Stock as of the date ordinary income is recognized. The holding period for the additional shares of Common Stock will commence as of the date of exercise or such other relevant date.

     Incentive Stock Options. ISOs are defined by Section 422 of the Code. An employee who is granted an ISO does not recognize taxable income either on the date of grant or on the date of exercise. Upon the exercise of an ISO, the difference between the fair market value of the shares of Common Stock received and the option price is, however, a tax preference item potentially subject to the alternative minimum tax.

     Upon disposition of shares of Common Stock acquired from the exercise of an ISO, long-term capital gain or loss is generally recognized in an amount equal to the difference between the amount realized on the sale or disposition and the exercise price. However, if the employee disposes of the shares of Common Stock within two years of the date of grant or within one year of the date of the transfer of the shares of Common Stock to the employee (a “Disqualifying Disposition”), then the employee will recognize ordinary income, as opposed to capital gain, at the time of disposition. In general, the amount of ordinary income recognized will be equal to the lesser of (a) the amount of gain realized on the disposition, or (b) the difference between the fair market value of the shares of Common Stock received on the date of exercise and the exercise price. Any remaining gain or loss is treated as a short-term or long-term capital gain or loss, depending on the period of time the shares of Common Stock have been held. We are not entitled to a tax deduction upon either the exercise of an ISO or the disposition of shares of Common Stock acquired pursuant to the exercise of an ISO, except to the extent that the employee recognizes ordinary income in a Disqualifying Disposition. For alternative minimum taxable income purposes, on the later sale or other disposition of the shares of Common Stock, generally only the difference between the fair market value of the shares of Common Stock on the exercise date and the amount realized on the sale or disposition is includable in alternative minimum taxable income.

     If an employee pays the exercise price, in whole or in part, with previously acquired shares of Common Stock, the exchange should not affect the ISO tax treatment of the exercise. Upon the exchange, and except as otherwise described herein, no gain or loss is recognized by the employee upon delivering previously acquired shares of Common Stock to us as payment of the exercise price. The shares of Common Stock received by the employee, equal in number to the previously acquired shares of Common Stock exchanged therefore, will have the same basis and holding period for long-term capital gain purposes as the previously acquired shares of Common Stock. The employee, however, will not be able to utilize the prior holding period for the purpose of satisfying the ISO statutory holding period requirements. Shares of Common Stock received by the employee in excess of the number of previously acquired shares of Common Stock will have a basis of zero and a holding period which commences as of the date the shares of Common Stock are transferred to the employee upon exercise of the ISO. If the exercise of any ISO is effected using shares of Common Stock previously acquired through the exercise of an ISO, the exchange of the previously acquired shares of Common Stock will be considered a disposition of the shares of Common Stock for the purpose of determining whether a Disqualifying Disposition has occurred.
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     Restricted Stock. The recognition of income from an award of restricted stock for federal income tax purposes depends on the restrictions imposed on the shares. Generally, taxation will be deferred until the first taxable year the shares of Common Stock are no longer subject to substantial risk of forfeiture. At the time the restrictions lapse, the employee will recognize ordinary income equal to the then fair market value of the shares. The employee may, however, make an election to include the value of the shares in gross income in the year of award despite such restrictions. Generally, we will be entitled to deduct the fair market value of the shares transferred to the employee as a business expense in the year the employee includes the compensation in income.

     Stock Appreciation Rights. To the extent that the requirements of the Code are met, there are no immediate tax consequences to an employee when a SAR is granted. When an employee exercises the right to the appreciation in fair market value of shares represented by a SAR, payments made in shares of Common Stock are normally includable in the employee's gross income for regular income tax purposes. We will be entitled to deduct the same amount as a business expense in the same year. The includable amount and corresponding deduction each equal the fair market value of the shares of Common Stock payable on the date of exercise.

     Other Stock-Based Performance Awards. Any cash payments or the fair market value of any shares of Common Stock or other property an employee receives in connection with other stock-based awards, incentive awards, or as unrestricted payments equivalent to dividends on unfunded awards or on restricted stock are includable in income in the year received or made available to the employee without substantial limitations or restrictions. Generally, we will be entitled to deduct the amount the employee includes in income as a business expense in the year of payment.

     Deductibility of Awards. 
Section 162(m) of the Internal Revenue Code ("Section 162(m)") generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. The exemption from the deduction limit under Section 162(m) for "performance-based compensation" has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our "covered employees" in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017.


     Other Tax Consequences. 
State tax consequences may in some cases differ from those described above. Awards under the Plan will in some instances be made to employees who are subject to tax in jurisdictions other than the United States and may result in tax consequences differing from those described above.

     Other Information


     The Plan became effective on May 18, 2006, and will remain in effect, subject to the right of our Board to terminate the Plan (subject to certain limitations set forth in the Plan), until all shares subject to it have been purchased or acquired according to the Plan's provisions. Any awards granted before the Plan is terminated may extend beyond the expiration date. No ISOs will be issued under the 2006 Stock Incentive Plan after March 15, 2031 unless the Plan is reapproved by Stockholders before that date. The closing price of our Common Stock on December 31, 2020, as reported by Nasdaq, was $144.92 per share.

     Our Board may amend the Plan at any time. However, no amendment may be made without Stockholder approval if the approval is required under applicable law, regulation, or stock exchange rule, or, if the amendment would decrease the grant or exercise price of any stock option, SAR or other stock-based award to less than fair market value on the date of grant (except as discussed above under "Shares Reserved for Awards"). No amendment may be made without the written consent of the grantee of an award if the amendment adversely affects in any material way any award previously granted under the Plan.

     The following persons and groups have received grants of stock options to purchase the following number of shares under the Plan since its inception through December 31, 2020: (a) the Named Executive Officers, Michael J. Brown - options to purchase 1,382,179 shares, Rick L. Weller - options to purchase 915,062 shares, Kevin J. Caponecchi - options to purchase 945,394 shares, Juan C. Bianchi - options to purchase 587,382 shares, and Nikos Fountas - options to purchase 499,078 shares, (b) all current executive officers as a group (7 persons) - options to purchase 4,778,822 shares, (c) all current directors who are not executive officers as a group (7 persons) - no options to purchase shares were awarded, and (d) all employees, including all current officers who are not executive officers, as a group - options to purchase 4,758,940 shares. The amounts shown include shares subject to options that may have been forfeited in whole or in part.
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     The following persons and groups have received awards of restricted stock and restricted stock units for the following number of shares under the Plan since its inception through December 31, 2020: (a) the Named Executive Officers, Michael J. Brown - 440,160 shares, Rick L. Weller - 230,193 shares, Kevin J. Caponecchi - 214,617 shares, Juan C. Bianchi - 303,019 shares and Nikos Fountas - 177,018 shares, (b) all current executive officers as a group (7 persons) - 1,432,634 shares, (c) all current directors who are not executive officers as a group (7 persons) - 223,995 shares, (d) the nominees for director, Michael N. Frumkin - 1,971, Paul S. Althasen - 51,542 shares and Thomas A. McDonnell - 40,367 shares, and (e) all employees, including all current officers who are not executive officers, as a group - 2,776,783 shares. The amounts shown include shares subject to awards that may have been forfeited in whole or in part.

Equity Compensation Plan Information

The number of shares of Common Stock reserved for issuance under the Plan will be 17,400,000 shares, plus any shares underlying awards that expire, are canceled or are terminated under our prior 2002 Stock Incentive Plan.

The following table provides the number of shares outstanding and the number of shares available for future grant under the Plan as of December 31, 2020:
Number of Stock Options Outstanding
4,091,293

 
Weighted Average Exercise Price
$
94.88

 
Weighted Average Remaining Term (in years)
7.4

 
Number of Shares Under Full-Value Awards Outstanding
 
 
Unvested
485,510

 
Number of Shares Remaining for Future Grants
492,491

 
 
Required Votes and Board Recommendations

     Approval of the amendments to the Plan require the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and voting on such matter.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE AMENDMENTS TO THE AMENDED 2006 STOCK INCENTIVE PLAN.

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PROPOSAL 3

RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2021

We are requesting our Stockholders ratify the selection by our Audit Committee of KPMG LLP as Euronet’s independent registered public accounting firm for 2021. KPMG LLP will audit the consolidated financial statements of Euronet and its subsidiaries for 2021, review certain reports we will file with the SEC, audit the effectiveness of our internal control over financial reporting, provide our Board and Stockholders with certain reports, and provide such other services as our Audit Committee and its Chairperson may approve from time to time.

       KPMG LLP served as our independent registered public accounting firm for 2020, and performed professional services for us as described below in the “Audit Matters” section. Representatives of KPMG LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire and to respond to appropriate questions. Although our Audit Committee has selected KPMG LLP, it nonetheless may, in its discretion, terminate KPMG’s engagement and retain another independent registered public accounting firm at any time during the year if it concludes that such change would be in the best interests of Euronet and its Stockholders.

Required Vote and Board Recommendation

Approval of the ratification of KPMG LLP as our independent registered public accounting firm for 2021 requires the affirmative vote of a majority of the shares of Common Stock present online or represented by proxy at the Annual Meeting and voting on this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2021.

PROPOSAL 4


ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION


The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our Stockholders to vote to approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.

As described in detail below under the heading “Compensation Discussion and Analysis,” our executive compensation programs are designed (i) to align the interests of executive management and Stockholders by making individual compensation dependent upon achievement of financial goals and by providing long-term incentives through our equity-based award plans, and (ii) to provide competitive compensation that will help attract, retain and reward highly qualified executives who contribute to our long-term success. The overall compensation program is designed to reward a combination of strong individual performance, strong performance by Euronet in meeting its long-term strategic goals and stock price appreciation.

Our compensation package for executive officers consists of a balance of base salary, certain employee benefits, annual bonuses under our Executive Annual Incentive Plan, performance based equity grants and limited perquisites or other benefits. To serve the best interests of Stockholders, the Compensation Committee follows an executive compensation philosophy that emphasizes performance-based compensation. This philosophy also aligns the economic interests of executive officers and Stockholders by ensuring that nonvested performance-based equity incentive awards represent a substantial portion of an executive officer’s total compensation package. The Compensation Committee periodically reviews our executive compensation practices to ensure they achieve our desired goals. For the year ended 2020, the Company did not meet the performance-based goals established for executives, resulting in zero non-equity incentive compensation paid out for 2020 performance.

At last year’s annual meeting, over 96% of the votes cast on the advisory vote on executive compensation were in favor of the Company’s named executive officer compensation for 2019. We are asking our Stockholders to again indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our Stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our Stockholders to approve, on an advisory basis, the following resolution:

“RESOLVED, that the Company’s Stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure.”


The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. However, our Board of Directors and Compensation Committee value the opinions of our Stockholders and will consider the outcome of the vote when making future executive compensation decisions.

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THE BOARD UNANIMOUSLY RECOMMENDS AN ADVISORY VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND RELATED NARRATIVE DISCLOSURE.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Euronet has a long-standing compensation philosophy that emphasizes performance-based compensation to ensure that the interests of all of our executives, including the named executive officers (NEOs), are aligned with our stockholders.  Our program is market-competitive to ensure we attract, retain and reward highly qualified executives who contribute to our success with compensation packages established pursuant to the following principles:

  • Market-Competitive - We review and benchmark our compensation opportunities annually to ensure total direct compensation including base salary, an annual cash incentive and target long-term equity incentives are market-competitive.
  • Pay for Performance - We emphasize pay for performance with at least 80% of NEO target total direct compensation dependent on the achievement of annual and long-term Company performance goals. For the year ended 2020, the Company did not meet the performance-based goals established for executives, resulting in zero non-equity incentive compensation paid out for 2020 performance.
  • Comprehensive Benefit Programs - We offer our employees a competitive benefit plan that supports retirement, health and wellness. NEOs generally have access to the same health and retirement benefits as all of our U.S. employees.
  • Stockholder Value Alignment - We align incentive programs with stockholder value creation by using annual and three-to-five year performance measures that drive stockholder value. Incentive goals are directly aligned with our Board-approved long-term strategic plan.


Management's primary operating measures are earnings per share and operating income, each adjusted for currency fluctuations and certain pre-defined, non-cash and non-recurring elements approved by the Compensation Committee, which we refer to as "adjusted EPS" and "adjusted operating income," respectively.

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Financial Performance

In 2020, the Company was negatively impacted by the government-imposed border closures as a result of the COVID-19 pandemic. Our 2020 financial performance was as follows:


Top and Bottom Line Results

(10%)

(68%)

(60%)

Revenue Decrease

Adjusted Operating Income Decrease

Adjusted EPS Decrease

10% decrease on a constant currency basis1

69% decrease on a constant currency basis1

59% decrease on a constant currency basis1

 

Stockholder Value Creation

 

Total Stockholder Return

$239.8 million

Year-end 2020

Capital Returned to Stockholders

1-YEAR

 

(8%)

3-YEAR

 

72%

5-YEAR

 

100%

(through Share Repurchases)

 

 

 


________

 

1Adjusted operating income, adjusted EPS, revenue on a constant currency basis, adjusted operating income on a constant currency basis and adjusted EPS on a constant currency basis are non-GAAP financial measures that exclude certain items.  Please refer to Appendix A to this Proxy Statement for a reconciliation of these measures relative to the reported GAAP financial measures.  To evaluate performance in a manner consistent with how management evaluates our operational results and trends, the Compensation Committee uses certain non-GAAP performance metrics for both annual incentive and long-term awards.  Constant currency financial measures assume foreign currency exchange rates did not change from the prior period, which enables consistent year-over-year financial comparisons and ensures incentive payouts are not artificially inflated or impaired by local country currency fluctuations that are outside the control of management.

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The graph below compares the total cumulative return on our Common Stock from December 31, 2015, through December 31, 2020, with the Total Returns Index for U.S. companies traded on the NASDAQ Global Select Market and the Total Returns Index for U.S. Nasdaq Financial Stocks.


Graphics


Note: Index Data: Calculated (or Derived) based from CRSP NASDAQ Stock Market (US Companies) and CRSP NASDAQ Financial Index, Center for Research in Security Prices (CRSP®), Graduate School of Business, The University of Chicago.  Copyright 2021.  Used with Permission.  All rights reserved.

EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND STRATEGY

Our Industry Environment

The payments industry is changing rapidly and requires companies to be transparent, compliant and competitively priced as well as develop and maintain leading-edge, flexible technology in order to provide consumers with access to their funds in the way they demand it.

  • Banks are closing branches, resulting in cash deserts across certain areas in Europe
  • Consumers want choice on how to interact with their funds while participating in the global economy
  • Data security, data privacy and compliance are fundamentally important to company success


Our Compensation Program Must Reflect the Industry Within Which We Operate, Be Market Competitive and Pay For Performance

We strive to balance the need for market-competitive pay within a framework that provides the appropriate mix of fixed and variable, at-risk compensation to attract, retain and motivate talent and align executive and stockholder interests within our pay-for-performance objectives.

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Our program must:

  • Support our efforts to attract and retain highly qualified business minds to contribute to our long-term success
  • Align the interests of our executives with the interests of our stockholders by making individual compensation dependent upon achievement of financial goals and providing long-term incentives through our equity-based award plans
  • Reward our executives based on the achievement of sustained financial and operating performance and demonstrated leadership


PARTICIPANTS IN EXECUTIVE COMPENSATION DESIGN AND DECISION-MAKING PROCESS

Compensation Committee

The Compensation Committee is currently comprised of six independent Directors who each hold a significant amount of Company stock (stock value at December 31, 2020 of Compensation Committee members ranges from six to 45 times the annual retainer) and together they administer our executive compensation programs.  The Compensation Committee is responsible for recommending policies to the Board that govern both annual cash compensation and equity incentive programs. The Compensation Committee has the authority to retain independent outside consultants or advisors as it deems necessary to provide desired expertise and counsel.

Compensation Consultant

The Compensation Committee retained FW Cook as independent compensation consultant for 2020 to advise the Compensation Committee on all matters related to executive officer compensation.  FW Cook provided advice regarding current and emerging practices with regard to executive compensation. Representatives from FW Cook attended meetings, as requested by the Committee, including the December 2020 meeting, when the Committee approved grants of stock incentive awards and determined executive compensation and established performance targets for 2021. FW Cook provided other services to the Compensation Committee or the Company as outlined on pages 17 and 18.  FW Cook did not provide any other services to the Compensation Committee or the Company outside of its capacity as executive compensation consultant. 

The Compensation Committee assessed the independence of FW Cook pursuant to Nasdaq's rules and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Committee.

Chief Executive Officer and Chief Financial Officer

The Compensation Committee considers input from our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") regarding the responsibilities and accomplishments of individual executive officers, information as to potential achievability of incentive goals and levels of various compensation elements necessary to provide incentives for and to retain executive management.  Our CEO makes recommendations to the Compensation Committee on each of the other executive officer's compensation.  Executive officers are not involved in proposing or seeking approval for their own compensation.  For the CEO's review, the independent Directors meet in an executive session to assess the CEO's performance and determine appropriate compensation levels and performance goals.



35


Corporate Governance

The Compensation Committee has incorporated the following governance features into our programs:

What We Do

What We Do Not Do

>Align pay and stockholder performance

>Rigorous stock ownership requirements and holding periods of shares for the CEO and Board

>Targets for performance metrics aligned to stockholder interests

>Forfeiture policy providing forfeiture of equity awards when a NEO terminates employment for any reason other than retirement, disability, death or termination under specific circumstances related to change of control

>Responsible use of shares under our long-term incentive program

>Prohibit pledging and hedging

>Engage an independent compensation consultant

>Limited perquisites

>Conduct annual compensation risk assessments

x Pay dividends or dividend equivalents on unearned, unvested or unexercised equity compensation

x Pay excessive severance benefits

x Backdate or reprice stock option awards

x Award immediately vested options or RSUs to any employee

x Make multi-year compensation guarantees

x Grant stock options with an exercise price less than fair market value

x Provide excise tax gross-ups on new or amended agreements since February 2011

How We Establish Executive Compensation Levels

In determining the annual compensation of each executive officer, including the Chief Executive Officer, the Compensation Committee considers Euronet’s financial performance both on an absolute basis and relative to comparable companies. In addition, it assesses individual performance against quantitative and qualitative objectives. Factors considered by the Compensation Committee in assessing individual performance include, but are not limited to:

  • Financial Results — Company and business sector financial results for the most recent relevant period, on an absolute basis and relative to comparable companies with respect to certain financial parameters, including revenue growth, operating income growth, growth in per share earnings and return on equity;
  • Strategic Growth and Execution — strategic planning and implementation, business growth, acquisitions, technology and innovation;
  • Leadership and Effectiveness — management development and personal leadership; and
  • Governance and Controls — corporate reputation and brand, risk management, the strength of the internal control environment and contribution to a culture of ethics and compliance.

The Compensation Committee considers all factors collectively in determining executive officers’ annual compensation. The weight given to a particular factor may vary from year to year depending on the goals and objectives of the organization, thus enabling the Compensation Committee to align annual financial objectives with strategic leadership initiatives.

The Compensation Committee believes that it establishes challenging performance goals for executive management incentive plans. Performance goals primarily focus on adjusted EPS growth which the Compensation Committee believes provides a meaningful incentive for the executives and is strongly correlated with improved stockholder returns.

36


Peer Group

The Compensation Committee believes that it is essential for our continued success that overall compensation policies allow us to be competitive in attracting and retaining executive talent. However, the Committee does not establish compensation targets solely based on peer group compensation amounts, because it believes that individual and company performance should be the primary determinants of annual compensation.

The Company's peer group (the "Peer Group") listed below and FW Cook's executive compensation market analysis were used to inform the Compensation Committee's decisions on target pay opportunities for our executives for 2020. The Compensation Committee believes the group of companies have similar financial characteristics as Euronet and operate in similar industries. 

 

Members of the current Peer Group were included because they met all of the following criteria:

  • the company was in the same or similar industry as Euronet, including Data Processing and Outsourced Application Software and Internet Software and Services,
  • the company was reasonably comparable in revenue and market capitalization size to Euronet,
  • the company was headquartered in the United States and publicly traded on a major stock exchange, and
  • the company had a similar operating structure as Euronet, such as offering similar services and/or having significant foreign sales. 

The companies comprising the Peer Group to determine target pay opportunities for our executives for 2020, all of which had revenues between $475 million and $5.3 billion and market capitalization between $125 million and $54.2 billion, were:

• Jack Henry & Associates, Inc.

• EVERTEC, Inc.

• FactSet Research Systems, Inc.

• ACI Worldwide, Inc.

• Global Payments, Inc.

• Fair Issac Corp

• Broadridge Financial Solutions, Inc.

 Cardtronics, Inc.

• Cboe Global Markets, Inc.

 MoneyGram International, Inc.

• Envestnet, Inc.

• TTEC Holdings, Inc.

• WEX, Inc.

• Green Dot Corporation

• SS&C Technologies Holdings, Inc.

• Square, Inc.

• The Western Union Company

 FleetCor Technologies, Inc.


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

 

Percentile Rank(1)

Revenues

 

Market Capitalization

Euronet Worldwide, Inc.

71%

 

41%

(1) Based on fiscal 2019 revenues as reported in SEC filings. Market capitalization is based on closing share prices and number of shares reported as outstanding in SEC filings as of December 31, 2019.

37


      The Compensation Committee evaluates whether the compensation opportunities for executives are appropriate and competitive by comparing each named executive officer’s target total compensation opportunity, which represents the sum of the executive’s base salary and target award amounts under the Executive Annual Incentive Plan and Stock Incentive Plan, to the total compensation opportunities for executives in comparable positions at peer companies. The Compensation Committee references the 50th percentile of the Peer Group when making this comparison, although a named executive officer’s total compensation opportunity may be higher or lower depending upon the executive’s tenure, overall level of responsibility and performance. The Compensation Committee believes that the 50th percentile is an appropriate market reference point for total compensation opportunity because of Euronet's size relative to the Peer Group.

In December 2019, the Compensation Committee compared target total direct compensation opportunities for our named executive officers with the median statistics for target total direct compensation among similarly situated executives within the relevant peer data. Base salaries for our executive officers were comparable to the median of our peers as was cash compensation, which included target annual non-equity incentive compensation. Target long-term incentive grant values were below the median. The resulting target total direct compensation of our executive officers was below median for several executives. Most of our long-term equity incentive compensation is subject to performance-based vesting criteria and our executive officers will fully earn this compensation only if the performance-based vesting criteria are satisfied and our share price appreciates significantly from the date of grant. The Compensation Committee believes this structure is appropriate for our executive officers as it emphasizes performance-based stock compensation, consistent with our compensation philosophy and directly aligned with stockholders.

Elements of Compensation

Key elements of our Named Executive Officer compensation programs are as follows:

Element

Purpose

Characteristics

Base Salaries

Compensates executives for their level of responsibility and individual performance. Also helps attract and retain strong talent.

Fixed component; evaluated annually

Annual Non-Equity Incentives

Promotes achieving our annual corporate and business division goals.

Performance-based cash opportunity; amount varies based on company performance.

Stock Incentives

 

Promotes (a) achieving our long-term corporate financial goals and (b) stockholder value creation.

Performance-based equity opportunity in the form of stock options and performance RSUs; amounts earned/realized will vary from the targeted grant-date fair value based on actual financial and stock price performance.



Each element of compensation is described below, including a discussion of the specific actions taken by the Compensation Committee for 2020 concerning the CEO and other executive officers.

Base Salaries for Named Executive Officers

In determining salary adjustments for the Named Executive Officers, the Compensation Committee considered each executive officer's individual performance and targeted base salary levels within a +/- 15% range around the median base salary paid for executives with similar responsibilities within the Peer Group and survey data. Adjustments are not made each year. The Compensation Committee made adjustments from the 2019 salaries for Nikos Fountas, Kevin Caponecchi, and Juan Bianchi effective January 1, 2020. The increase was made to reward the contributions of these NEOs to the growth of Euronet and to maintain market competitiveness of their respective total compensation opportunity.

38


The table below shows the changes in salaries for the named executive officers:


Name

FY2019 Salary

(000s)

FY2020 Salary

(000s)

Merit % Increase

Michael J. Brown

$

850

 

$

850

 

%

Rick L. Weller

$

500

 

$

500

 

%

Nikos Fountas

385

 

405

 

5

%

Kevin J. Caponecchi

$

365

 

$

450

 

23

%

Juan C. Bianchi

$

400

 

$

450

 

13

%


Annual Non-Equity Incentive Compensation

Certain members of senior and executive management, including the Named Executive Officers participate in our stockholder approved Executive Annual Incentive Plan through which they are eligible to earn non-equity (cash) incentive awards. In determining annual non-equity incentive compensation, the Compensation Committee considers the overall performance of Euronet and the individual performance of each executive officer. In measuring individual performance, the Compensation Committee measures the level of responsibility of an executive officer against his base salary and other elements of compensation to determine whether overall compensation is sufficient to retain and motivate highly qualified individuals.

Non-equity incentive compensation to executive officers applies Company-wide performance criteria that executives directly influence, to ensure a link between annual performance and actual incentive payments. In December 2019, the Compensation Committee established 2020 incentive targets for Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi based on predetermined adjusted EPS targets on a constant currency basis.

For 2020, adjusted EPS on a constant currency basis of $7.10, $7.45 or $7.80 would result in a payout as a percentage of base salary of 75%, 150% or 300%, respectively, for Mr. Brown, 62.5%, 125% or 250%, respectively, for Mr. Weller and 50%, 100% or 200%, respectively, for each of Messrs. Fountas, Caponecchi and Bianchi. The threshold, target and maximum adjusted EPS objectives for 2020 represent a 1%, 6% and 11% increase, respectively, over adjusted EPS of $7.01 for 2019. For 2020, the Company achieved adjusted EPS of $2.82 ($2.89 on a constant currency basis), which resulted in no annual incentive compensation being paid to the Named Executive Officers.

Name

2019 Annual Incentive Plan Payout

2020 Annual Incentive Plan Payout

% Increase / (Decrease)

Michael J. Brown

$

2,550

 

$

 

(100)

%

Rick L. Weller

$

900

 

$

 

(100)

%

Nikos Fountas

578

 

 

(100)

%

Kevin J. Caponecchi

$

548

 

$

 

(100)

%

Juan C. Bianchi

$

600

 

$

 

(100)

%

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Stock Incentive Programs

Our stock incentive plans are designed to promote an alignment of long-term interests between our employees and our Stockholders and to assist in the retention and motivation of employees. The Compensation Committee can grant to key employees of Euronet and its subsidiaries a variety of stock incentives, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, performance awards and other stock-based incentives. Grants are usually approved by the Compensation Committee for recommendation to the Board during regularly scheduled committee meetings, of which there are typically four per year occurring at regular intervals. The Compensation Committee intends that performance-based stock incentives serve as a significant portion of our executive officers’ total compensation package. Stock incentives offer the executive officers significant long-term incentives to increase their efforts on behalf of Euronet and its subsidiaries, to focus managerial efforts on enhancing stockholder value and to align the interests of the executive officers with the Stockholders. Grants of stock incentives are designed to be competitive with the companies in the Peer Group for the level of job the executive officer holds and to motivate the executive officer to contribute to an increase in our stock price over time.

Under the terms of the Stock Incentive Plan, last approved by the Stockholders in May 2013, the exercise price of all option awards made to our Named Executive Officers or any of our other employees is fixed at the closing trading price on the date of grant. We do not have a program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding or following the grant date. 

Long-Term Equity Incentive Awards

In November and December 2020, the Compensation Committee, together in consultation with its compensation consultants, completed the award of equity incentive compensation grants to selected managers and key contributors to the success of the Company’s achievements, including the CEO and other NEOs. To further the long-term growth and success of Euronet, the Committee proposed and the Board approved the granting of awards to incentivize the leadership team to remain committed to Euronet's market opportunities in the rapidly changing Fintech market. In that regard, the grants included a combination of stock options and performance vesting restricted stock.  The RSUs vest at the end of 12 months subject to service conditions and the stock options vest based on service and performance conditions over three to four years. Aside from the year 2020, which was significantly impacted by the COVID-19 pandemic related travel restrictions imposed across the globe, the leadership team of Euronet has been successful at growing the business at a compound annual growth rate of 22% over the last five years. Moreover, in early 2020 when worldwide travel restrictions were imposed, Euronet management implemented significant cost savings and cash conservation initiatives, while at the same time retaining its global workforce, to limit the anticipated operating losses and use of cash for the year. Through these actions, the Company was able to produce positive operating results and grow its cash balance. The Committee believes that these awards will provide continued motivation to the leadership team to remain with the Company and capitalize on the very substantial opportunities in the payments industry to continue to grow stockholder value.

As described above, the Compensation Committee reviewed Euronet’s performance in recent years in relation to the executives' incentive targets to confirm that the performance measures the Compensation Committee previously set for performance-based incentive stock awards were sufficiently rigorous and demanding. After this review, the Compensation Committee determined that the targets and the associated level of compensation awarded to the executive officers have generally been appropriate.

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

40


Compensation Mix

The Compensation Committee concluded that for 2020 executive compensation reflected an appropriate mix of base salary, incentive bonuses, service-based equity compensation and performance-based equity compensation that provides sufficient retentive and motivational value to align the interests of executives with our Stockholders.

Graphics

Benefits

Our employees in the United States are entitled to receive medical, dental, vision, life and short-term and long-term disability insurance benefits and may participate in our 401(k) plan. For 401(k) participants, we match 50% of participant deferrals on the first six percent or four percent of a participant’s deferrals, depending on which subsidiary’s plan the employee participates. Generally, employees outside the United States are covered by social benefit programs of their respective countries. Our executive officers generally participate in these benefit plans on the same basis as our other employees.

All of our employees are entitled to participate in the Employee Stock Purchase Plan ("ESPP"), which was adopted in 2001. This plan, which has been established in accordance with certain federal income tax rules set forth in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), permits employees to purchase stock from us at a price that is equal to 85% of the lower of the trading price on the opening or closing of certain three-month “offering periods.”

41


Retirement Plans

We do not sponsor a defined benefit pension plan or any other deferred compensation plans for executives or any of our other employees.

 

Perquisites and Other Benefits

Perquisites and other benefits have been a very small part of our executive compensation program. The aggregate incremental cost to the Company of providing perquisites and other benefits to our CEO and the other NEOs as a group in 2020 was $10,242 and $323,177, respectively, and is included in the “All Other Compensation” column of the Summary Compensation Table on page 46. As a part of Mr. Fountas' relocation to London, UK in 2018, the Compensation Committee approved the reimbursement of personal costs for housing and school tuition. The Compensation Committee believes this reimbursement is appropriate to locate Mr. Fountas in a significant European financial center near companies important to the growth plans of Euronet and to better facilitate international travel necessary for his duties. Considered both individually and in the aggregate, the Compensation Committee believes that the perquisites and other benefits we offer to our Named Executive Officers are reasonable and appropriate.

Change of Control Policy

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

Employee and Director Stock Ownership and Hedging Policy

Euronet also encourages broad-based employee stock ownership through various Stockholder approved stock compensation plans. More than 350 employees have received awards in a combination of stock options and restricted stock. This means that, like other Stockholders, employees broadly participate in both the upside opportunity and the downside risk of our performance. Key components of the Stock Ownership and Hedging Policy include:

  • The allocation of stock bonus awards for Directors, NEOs and higher paid employees is progressive so that as an employee's total compensation increases, an increasing percentage of total compensation is paid in performance based restricted stock and/or stock options to better align leadership with stockholders.
  • Euronet has established an insider trading policy which applies to all directors, officers, employees, contractors, consultants and advisers of the Company, which are collectively referred to as “covered persons.” All covered persons are prohibited from trading in puts, calls or similar options on our stock or selling our stock “short.”  In addition, covered persons may not purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our securities. 
  • Any Award granted to the Chief Executive Officer will contain a requirement that any Shares issued upon the vesting of the Award will be held for a minimum of one (1) year subsequent to the date of vesting, unless the Chief Executive Officer retires or is terminated prior to such time. 
  • Euronet’s insider trading policy prohibits directors, executive officers, employees that report directly to an executive officer and certain other designated employees from holding Euronet securities in a margin account or pledging Euronet securities as collateral for a loan.
    42


    • Exceptions to this restriction on pledging may be granted by the General Counsel under limited circumstances when the pledgor demonstrates the financial capacity to repay a loan without resorting to the pledged securities. As of December 31, 2020, no NEOs had shares pledged.
  • The Compensation Committee has adopted stock ownership guidelines for the Chief Executive Officer and the non-executive Directors after a compliance period of five years. The requirements for each party and their current stock ownership position are as follows based on the stock price at December 31, 2020:

Director

Required Stock Ownership

Current Stock Ownership Position

Michael J. Brown

5 times base salary

309 times base salary

Paul S. Althasen

4 times annual retainer

33 times annual retainer

Thomas A. McDonnell

4 times annual retainer

45 times annual retainer

Dr. Andrej Olechowski

4 times annual retainer

6 times annual retainer

Michael N. Frumkin (1)

Not applicable

1 times annual retainer

Andrew B. Schmitt

4 times annual retainer

40 times annual retainer

M. Jeannine Strandjord

4 times annual retainer

27 times annual retainer

Mark R. Callegari

4 times annual retainer

11 times annual retainer

(1) Mr. Frumkin was appointed to the Board of Directors on June 9, 2020 and therefore is within the five year compliance period.

  • While the stock ownership guidelines do not apply to the other NEOs, all of the other NEOs currently have stock ownership levels well in excess of generally established guidelines: Messrs Weller, Caponecchi, Fountas and Bianchi hold shares, (stock owned, stock issuable pursuant to options exercisable within 60 days of March 22, 2021 and beneficially owned stock at risk) valued at approximately 103, 46, 36 and 7 times their annual salaries, respectively.

Compensation Risk Assessment

Compensation policies and practices are designed to discourage inappropriate risk taking including:

  • Stock ownership requirements for our CEO and Board of Directors. 
  • Incentive plans more heavily weighted toward long-term performance to reduce the incentive to impair the prospects for long-term performance in favor of maximizing performance in one year.
  • Short-term and long-term incentive performance targets are established prior to the beginning of each performance period and are not subject to change.
  • The Compensation Committee annually reviews fixed versus variable pay mix, incentive plan metrics, and payout formulas as well as governance and compliance mechanisms such as approval authorities.  The review completed in December 2019 found that no compensation programs, policies or practices were likely to have a material adverse impact on Euronet. 

Sale and Transfer of Awards

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

43



Adjustments to Compensation Plan

We currently have no formal policy on recapturing salary or incentive awards (equity or cash) granted to a Named Executive Officer in the event that we are required to restate our financial statements (whether arising from conduct or actions of the Named Executive Officer, or otherwise). There is currently no procedure to recover (“claw back”) an element of compensation that has been paid and becomes final. The Compensation Committee believes that, despite the lack of a formal claw back policy, we have other policies and procedures in place that would deter and discourage Named Executives Officers from engaging in conduct or actions that may cause us to restate our financial statements. These include: (i) the forfeiture of outstanding equity awards upon termination for cause; (ii) the Compensation Committee's discretion over the value of equity award grants that are made annually; and (iii) the vesting of performance-based awards granted to our Named Executive Officers generally occurs over a three to five year period. However, we intend to adopt such a policy after the SEC adopts final rules related to compensation claw backs pursuant to the Dodd-Frank Act.

Tax Treatment

Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally provides that publicly held companies may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per officer in any year. The exemption from the deduction limit under Section 162(m) for “performance-based compensation” has been repealed, effective for taxable years beginning after December 31, 2017, such that compensation paid to our “covered employees” in excess of $1 million will not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. The Compensation Committee will continue to monitor the applicability of Section 162(m) of the Code to its ongoing compensation arrangements. Because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the “performance-based compensation” exemption from the deduction limit, no assurance can be given that any compensation that may have been (or if granted under a binding written contract in place as of November 2, 2017 may be) intended to satisfy the requirements for exemption from Section 162(m), in fact will be exempt. In determining the form and amount of compensation for our NEOs, the Compensation Committee may continue to consider all elements of the cost of such compensation, including the potential impact of Section 162(m). While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee may also look at other factors in making its decisions, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes.

Recent Advisory Vote on Executive Compensation

The Company conducts an advisory vote on executive compensation every year at its annual meeting. While the vote is not binding on the Company, the Board or the Compensation Committee, the Compensation Committee believes that an annual advisory vote on executive compensation offers Stockholders the opportunity to express their views regarding the Company’s compensation program and the Compensation Committee’s decisions on executive compensation. The Board and the Compensation Committee value the opinions of Stockholders and the Compensation Committee will consider Stockholders’ concerns and evaluate whether any actions are necessary to address those concerns.

44


At last year’s annual meeting, over 96% of the votes cast on the advisory vote on executive compensation were in favor of the Company’s NEO compensation as disclosed in the proxy statement. The Board and Compensation Committee believe this affirms that our Stockholders generally support the Company's approach to executive compensation. Accordingly, the Compensation Committee has taken no specific actions to modify our executive compensation program as a direct result of these non-binding, advisory votes but, rather, has continued to oversee the program in accordance with its best judgment and stated governing principles.


COMPENSATION COMMITTEE REPORT



     The Compensation Committee has reviewed the Compensation Discussion and Analysis presented above with management, and, based on that review, has recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Compensation Committee

Andrew B. Schmitt, Chair

Thomas A. McDonnell

M. Jeannine Strandjord

Dr. Andrzej Olechowski

Mark R. Callegari

Paul S. Althasen


     The Compensation Committee report and the “Compensation Discussion and Analysis” is not deemed “soliciting material” and is not deemed filed with the SEC or subject to Regulation 14A or the liabilities under Section 18 of the Exchange Act.

45


 


COMPENSATION TABLES

Summary Compensation Table

The following table sets forth certain information regarding the compensation awarded or paid to our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated of our executive officers (the “Named Executive Officers”) for the year ended December 31, 2020 for the periods indicated:


Name and Principal Position

Year

 

Salary

 

Bonus

 

Stock

Awards(1)

 

Option

Awards(2)

 

Non-Equity

Incentive

Compensation

 

All Other

Compensation

 

Total

 

Michael J. Brown

2020

 

$

850,000

 

 

$

1,303,424

 

$

8,370,000

 

$

 

$

10,242

(4)

$

10,533,666

Chairman, Chief Executive Officer and President

2019

 

850,000

 

 

2,500,107

 

2,500,000

 

2,550,000

 

15,666

 

8,415,773

2018

 

850,000

 

 

1,500,006

 

1,499,997

 

2,550,000

 

55,195

 

6,455,198

Rick L. Weller

2020

 

500,000

 

 

401,421

 

5,380,000

 

 

10,242

(4)

6,291,663

Executive Vice President and Chief Financial Officer

2019

 

500,000

 

 

3,664,145

 

3,664,196

 

900,000

 

10,260

 

8,738,601

2018

 

425,000

 

 

1,149,941

 

1,149,994

 

765,000

 

10,195

 

3,500,130

Nikos Fountas (5)

2020

 

462,186

 

 

321,078

 

5,380,000

 

 

258,682

(3)

6,421,946

Executive Vice President and Chief Executive Officer, EFT Europe, Middle East and Africa Division

2019

 

421,410

 

 

3,114,137

 

3,114,199

 

632,115

 

269,539

 

7,551,400

2018

 

452,849

 

 

500,076

 

499,999

 

664,256

 

138,100

 

2,255,280

Kevin J. Caponecchi

2020

 

450,000

 

 

321,078

 

5,380,000

 

 

11,175

(4)

6,162,253

Executive Vice President and Chief Executive Officer, epay, Software and EFT Asia Pacific Division

2019

 

365,000

 

 

3,114,137

 

3,114,199

 

547,500

 

11,193

 

7,152,029

2018

 

365,000

 

 

500,076

 

499,999

 

547,500

 

11,063

 

1,923,638

Juan C. Bianchi

2020

 

450,000

 

 

321,078

 

5,380,000

 

 

43,078

(3)

6,194,156

Executive Vice President and Chief Executive Officer, Money Transfer Segment

2019

 

400,000

 

 

3,114,137

 

3,114,199

 

600,000

 

44,223

 

7,272,559

2018

 

400,000

 

 

500,076

 

499,999

 

600,000

 

43,468

 

2,043,543


  1. Compensation for restricted stock is computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2020. Restricted stock awards for each fiscal year include awards subject to performance conditions that were valued based on the assumption the highest level of the performance targets would be achieved.
    46



  2. Compensation for stock options is computed in accordance with the provisions of ASC Topic 718. Amounts represent the grant date fair value determined using the Black-Scholes-Merton model or a Monte Carlo simulation. The grant date fair values are only theoretical values and may not accurately determine present value. The actual value, if any, to be realized from an option will depend on the excess of the market value of the Common Stock over the exercise price on the date the option is exercised. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2020.

  3. The following table sets forth the incremental costs to the Company of each perquisite or other benefits that are required to be quantified by SEC rules:

Named Executive Officer

 

Company-Paid

Vehicle

 

Euronet 401(K) Plan

Matching

Contribution

 

Health and Group Life Insurance

 

Home Rent

 

Tuition

 

Pension Contribution

 

Total

Nikos Fountas

 

$

 

$

 

$

5,500

 

 

$

169,422

 

$

41,404

 

$

42,356

 

$

258,682

Juan C. Bianchi

 

7,200

 

8,550

 

27,328

(a)

 

 

 

 

43,078


(a) Mr. Bianchi is Executive Vice President - Chief Executive Officer, Money Transfer Segment, which is headquartered in California, and as such, he participates in a health insurance plan that is not generally available to all salaried employees.


         4. Other compensation for Messrs. Brown, Weller and Caponecchi is comprised of matching contributions under the Euronet 401(k) Plan and group life insurance premiums.


        5. Mr. Fountas was paid in British pounds during 2020 and the U.S. dollar amounts disclosed for salary, non-equity incentive compensation and other compensation were converted using the average foreign currency exchange rate of $1.2835 per pound for the period over which the amounts were paid. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs.


Grants of Plan-Based Awards for 2020

The following table summarizes estimated possible payouts under non-equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2020. See "Compensation Discussion and Analysis - Elements of Compensation - Annual Non-Equity Incentive Compensation" on page 39 for a description of the performance criteria for these awards.

 

 

Estimated Possible Payouts Under

Non-Equity Incentive Plan Awards

Name

 

Threshold ($)

 

Target ($)

 

Maximum ($)

Michael J. Brown

 

$

637,500

 

$

1,275,000

 

$

2,550,000

Rick L. Weller

 

312,500

 

625,000

 

1,250,000

Nikos Fountas

 

231,093

 

462,186

 

924,372

Kevin J. Caponecchi

 

225,000

 

450,000

 

900,000

Juan C. Bianchi

 

225,000

 

450,000

 

900,000


47


     The following table summarizes estimated future payouts under equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2020.

 

 

 

 

 

Estimated Future Payouts Under Equity

Incentive Plan Awards

 

All Other

Stock

Awards:

Number of

Shares of

Stock or

Units (#)

 

All Other

Option

Awards:

Number  of

Securities

Underlying

Options (#)

 

Exercise or

Base Price

of Options

Awards

($/Sh)

 

Grant Date

Fair Value

of Stock and

Option

Awards ($)

Name

 

Grant Date

 

 

Threshold (#)

 

Target or Estimate (#)

 

Maximum (#)

 

Michael J. Brown

 

12/8/2020

(1)

 


 

9,784

 


 

 

 

 

 


 

$

1,303,424

 

 

12/8/2020

(2)

 

 

 

75,000

 

 

 

 

 

 

 

133.22

 

4,185,000



12/8/2020 (3)


75,000






133.22
4,185,000

Rick L. Weller

 

11/5/2020

(1)

 

 

 

4,077

 

 

 

 

 

 

 

 

 

401,421

 

 

11/5/2020

(4)

 

 

 

200,000

 


 

 

 

 

 

98.46

 

5,380,000

Nikos Fountas

 

11/5/2020

(1)

 

 

 

3,261

 

 

 

 

 

 

 

 

 

321,078

 

 

11/5/2020

(4)

 

 

 

200,000

 


 

 

 

 

 

98.46

 

5,380,000

Kevin J. Caponecchi

 

11/5/2020

(1)

 

 

 

3,261

 

 

 

 

 

 

 

 

 

321,078

 

 

11/5/2020

(4)

 

 

 

200,000

 


 

 

 

 

 

98.46

 

5,380,000

Juan C. Bianchi

 

11/5/2020

(1)

 

 

 

3,261

 

 

 

 

 

 

 

 

 

321,078

 

 

11/5/2020

(4)

 

 

 

200,000

 


 

 

 

 

 

98.46

 

5,380,000


  1. Restricted stock award that vests one year from the grant date, contingent upon the Named Executive Officer’s continued employment on the vesting date.
  2. Stock option award with 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2021 subject to the Company producing at least $60 million adjusted operating income, 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $60 million adjusted operating income for the year 2022 or 50,000 of the options, less any options vested in the prior year related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $120 million cumulative adjusted operating income for the two years ended 2022 and 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $60 million adjusted operating income for the year 2023 or 75,000 of the options, less any options vested in the prior two years related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $180 million cumulative adjusted operating income for the three years ended 2023.
  3. Stock option award with 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $3.50 adjusted Earnings Per Share (EPS) for either the year 2021 or 2022 and 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $3.50 adjusted EPS for the year ended 2023 less any amounts vested in the prior year related to this award or 75,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $4.00 adjusted EPS for any of the three years ended 2023 less any amounts vested in the prior year related to this award.
  4. Stock option award that vests up to 33% in February 2023 upon the achievement of a 15% increase in the share price for a 30 day period within two years of the grant date and a 10% increase in Adjusted EPS per year, and the remaining award will vest in February 2024 upon the achievement of 10% growth in Adjusted EPS per year. Adjusted EPS targets are $2.34 for 2021, $2.58 for 2022 (or a cumulative $4.92), and $2.84 for 2023 (or a cumulative $7.76).


48


Outstanding Equity Awards at Fiscal Year-End for 2020

The following table sets forth equity awards outstanding for the Named Executive Officers as of December 31, 2020.

 

 

Option Awards

 

Restricted Stock Awards

Name

Grant Date

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

 

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

 

Option

Exercise

Price

($)

Option

Expiration

Date

 

Number of

Shares or

Units of

Stock That

Have Not

Vested  (#)

 

Market

Value of

Shares or

Units of

Stock

That

Have Not

Vested ($)

 

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units

or Other

Rights that

Have Not

Vested (#)

 

Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or

Other Rights

That Have Not

Vested ($)

Michael J. Brown

12/14/2011

146,279

 

 

 

 

$

16.39

12/14/2021

 

 

 

 

 

 

 

 

 

12/11/2012

101,844

 

 

 

 

23.63

12/11/2022

 

 

 

 

 

 

 

 

 

12/10/2013

67,824

 

 

 

 

45.93

12/10/2023

 

 

 

 

 

 

 

 

 

12/10/2014

67,122

 

 

 

 

56.24

12/10/2024

 





 

 

 

 

 

12/10/2015

61,277



 

 

74.72

12/10/2025

 

1,606

(2)

$

232,742

 





 

12/13/2016

47,422

11,855

(3)

 

 

73.72

12/13/2026

 

1,627

(4)

235,785

 

1,628

(4)

$

235,930

 

12/12/2017

31,478

20,986

(5)

 

 

91.99

12/12/2027

 

1,305

(6)

189,121

 

2,608

(6)

377,951

 

12/12/2018

16,148

24,223

(7)

 

 

111.45

12/12/2028

 

1,077

(8)

156,079

 

3,230

(8)

468,091

 

12/12/2018

 

 

 

 

 

 

 

 

 

 

 

 

2,019

(9)

292,593

 

12/10/2019

15,416

46,248

(10)

 

 

154.28

12/10/2029

 

1,621

(11)

234,915

 

4,861

(11)

704,456

 

12/10/2019

 

 

 

 

 

 

 

 

 

 

 

 

9,723

(12)

1,409,057


12/8/2020


75,000 (1) 133.22 12/8/2030




9,784 (1) 1,417,897

12/8/2020


75,000 (1) 133.22 12/8/2030







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rick L. Weller

12/14/2011

73,139

 

 

 

 

16.39

12/14/2021

 

 

 

 

 

 

 

 

 

12/11/2012

50,922

 

 

 

 

23.63

12/11/2022

 

 

 

 

 

 

 

 

 

12/10/2013

27,130

 

 

 

 

45.93

12/10/2023

 

 

 

 

 

 

 

 

 

12/10/2014

26,849

 

 

 

 

56.24

12/10/2024

 




 

 

 

 

 

12/10/2015

25,532



 

 

74.72

12/10/2025

 

669

(2)

96,951

 




 

12/13/2016

19,760

4,939

(3)

 

 

73.72

12/13/2026

 

678

(4)

98,256

 

679

(4)

98,401

 

12/12/2017

13,116

8,744

(5)

 

 

91.99

12/12/2027

 

544

(6)

78,836

 

1,086

(6)

157,383

 

12/12/2018

12,380

18,571

(7)

 

 

111.45

12/12/2028

 

825

(8)

119,559

 

2,477

(8)

358,967

 

12/12/2018

 

 

 

 

 

 

 

 

 

 

 

 

1,548

(9)

224,336

 

4/4/2019

 

 

 

27,239

(13)

141.03

4/4/2029

 

 

 

 

 

8,863

(14)

1,284,426

 

4/4/2019

 

 

 

13,972

(15)

141.03

4/4/2029

 

 

 

 

 

4,547

(16)

658,951

 

12/10/2019

7,091

21,274

(10)

 

 

154.28

12/10/2029

 

746 

(11)

108,110

 

2,236

(11)

324,041

 

12/10/2019

 

 

 

 

 

 

 

 

 

 

 

 

4,472

(12)

648,082


11/5/2020


200,000 (1) 98.46 11/5/2030




4,077 (1) 590,839
49





Option Awards
Restricted Stock Awards
Name Grant Date

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable


Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable


Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

Option

Exercise

Price

($)


Option

Expiration

Date


Number of

Shares or

Units of

Stock That

Have Not

Vested  (#)


Market

Value of

Shares or

Units of

Stock

That

Have Not

Vested ($)


Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares,

Units

or Other

Rights that

Have Not

Vested (#)


Equity

Incentive

Plan Awards:

Market or

Payout Value

of Unearned

Shares, Units

or

Other Rights

That Have Not

Vested ($)

Nikos Fountas 12/10/2013 18,991



45.93
12/10/2023








12/10/2014 21,479



56.24
12/10/2024








12/10/2015 16,341



74.72
12/10/2025
428 (2) 62,026




12/13/2016 15,808 3,951 (3)

73.72
12/13/2026
542 (4) 78,547
543 (4) 78,692

12/12/2017 10,493 6,995 (5)

91.99
12/12/2027
435 (6) 63,040
869 (6) 125,935

12/12/2018 5,383 8,074 (7)

111.45
12/12/2028
359 (8) 52,026
1,077 (8) 156,079

12/12/2018












673 (9) 97,531

4/4/2019


27,239
141.03
4/4/2029




8,863 (14) 1,284,426

4/4/2019


13,972
141.03
4/4/2029




4,547 (16) 658,951

12/10/2019 3,700 11,099 (10)

154.28
12/10/2029
389 (11) 56,374
1,167 (11) 169,122

12/10/2019












2,333 (12) 338,098

11/5/2020


200,000 (1) 98.46
11/5/2030




3,261 (1) 472,584


















Kevin J. Caponecchi

12/10/2014

11,849

 

 

 

 

56.24

 

12/10/2024

 




 

 

 

 

 

12/10/2015

20,426



 

 

74.72

 

12/10/2025

 

535

(2)

77,532

 




 

12/13/2016

15,808

3,951

(3)

 

 

73.72

 

12/13/2026

 

542

(4)

78,547

 

543

(4)

78,692

 

12/12/2017

10,493

6,995

(5)

 

 

91.99

 

12/12/2027

 

435

(6)

63,040

 

869

(6)

125,935

 

12/12/2018

5,383

8,074

(7)

 

 

111.45

 

12/12/2028

 

359

(8)

52,026

 

1,077

(8)

156,079

 

12/12/2018

 

 

 

 

 

 

 

 

 

 

 

 

 

673

(9)

97,531

 

4/4/2019

 

 

 

27,239

(13)

141.03

 

4/4/2029

 

 

 

 

 

8,863

(14)

1,284,426

 

4/4/2019

 

 

 

13,972

(15)

141.03

 

4/4/2029

 

 

 

 

 

4,547

(16)

658,951

 

12/10/2019

3,700

11,099

(10)

 

 

154.28

 

12/10/2029

 

389