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 2018,2020, the Compensation Committee established 20192021 incentive targets for Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi based on predetermined adjusted EPS targets on a constant currency basis.
For 2019,2021, adjusted EPS on a constant currency basis of $5.98, $6.25$3.00, $3.50 or $6.53$4.00 would result in a payout as a percentage of base salary of 75%, 150% or 300%, respectively, for Mr. Brown, 45%62.5%, 90%125% or 180%250%, respectively, for Mr. Weller and 37.5%50%, 75%100% or 150%200%, respectively, for each of Messrs. Fountas, Caponecchi and Bianchi. Amounts achieved between target and maximum were calculated based on the proportionate achievement. The threshold, target and maximum adjusted EPS objectives for 20192021 represent a 12%6%, 17%24% and 23%42% increase, respectively, over adjusted EPS of $5.33$2.82 for 2018.2020. For 2019,2021, the Company achieved adjusted EPS of $7.01$3.69 ($6.963.66 on a constant currency basis), which resulted in the maximum annual incentive compensation of $1,683,000, $825,000, €534,600, $594,000 and $594,000 being paid to the Named Executive Officers. Therefore, Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi, respectively. Results achieved between the target and maximum were paid $2,550,000, $900,000, $632,115, $547,500 and $600,000, respectively.calculated based on their proportionate achievement.
Name | 2020 Annual Incentive Plan Payout | 2021 Annual Incentive Plan Payout | % Increase / (Decrease) |
Michael J. Brown | $ | — | | $ | 1,683,000 | | n/a |
|
Rick L. Weller | $ | — | | $ | 825,000 | | n/a |
|
Nikos Fountas | € | — | | € | 534,600 |
| n/a |
|
Kevin J. Caponecchi | $ | — | | $ | 594,000 | | n/a |
|
Juan C. Bianchi | $ | — | | $ | 594,000 | | n/a |
|
|
| | | | | | | | |
| Name | 2018 Annual Incentive Plan Payout | 2019 Annual Incentive Plan Payout | % Increase / (Decrease) |
| Michael J. Brown | $ | 2,550 |
| $ | 2,550 |
| — | % |
| Rick L. Weller | $ | 765 |
| $ | 900 |
| 18 | % |
| Nikos Fountas | € | 578 |
| € | 578 |
| — | % |
| Kevin J. Caponecchi | $ | 548 |
| $ | 548 |
| — | % |
| Juan C. Bianchi | $ | 600 |
| $ | 600 |
| — | % |
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 stockholderStockholder 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 2013,2021, the exercise price of all option awards made to our Named Executive Officers or any of our other employees is fixed at the closing trading price on the date of grant. We do not have a program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding or following the grant date.
Special Retention StockLong-Term Equity Incentive Award
AwardsIn April 2019,December 2021, the Compensation Committee, together within consultation with its compensation consultants, in responsecompleted the award of equity incentive compensation grants to a highly competitive market for leadership inselected managers and key contributors to the fast growing payments industry, made a special executive retention equity performance award to certainsuccess of its key executives,the Company’s achievements, including the CEO and other than the Chief Executive Officer, toNEOs. To further the long-term growth and success of Euronet. TheEuronet, the Committee proposed and the Board approved the granting of this special retention awardawards to incentmotivate the leadership team to remain committed to Euronet’s extensiveEuronet's market opportunities in the fast-growing, rapidly changing payments industry. Euronet’s leadership team has been successful in growing adjusted earnings per share atFintech market. In that regard, the grants included a compounded annualized growth ratecombination of 22.0%performance vesting stock options and performance vesting restricted stock. The RSUs and stock options vest based on service and performance conditions over the past fivethree to four years. Moreover, in the same five-year period Euronet’s market price per share has increased from $47.85 at December 31, 2013 to $102.38 per share at December 31, 2018, a 16.5% compounded annualized increase. The Committee believes that this special awardthese 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 shareholderStockholder value.
Under this special retention award, each of Messrs. Bianchi, Caponecchi, Fountas, and Weller have the opportunity to earn over five years up to 27,049 Performance RSUs and 83,127 Performance Options to purchase Euronet stock at $141.03 per share.
Of each executive’s performance award, 50% of 8,863 of the Performance RSUs and 27,239 of the Performance Options to purchase Euronet shares will be achieved if the Company’s constant currency adjusted EPS compounded annual growth rate for the four-year period ending December 31, 2022 equals or exceeds three percent; the remaining 50% of 8,863 Performance RSUs and 27,239 of the Performance Options to purchase Euronet shares can be earned and vested if the Company’s constant currency adjusted EPS compounded annualized growth rate equals or exceeds 3% through the five-year period ending December 31, 2023.
Of each executive’s performance award, 50% of 18,186 of the Performance RSUs and 55,888 of the Performance Options to purchase Euronet shares will be achieved based on the Company’s constant currency adjusted EPS compounded annual growth rate for the four-year period ending December 31, 2022; the remaining 50% of 18,186 Performance RSUs and 55,888 of the Performance Options to purchase Euronet shares will achieved based on the Company’s constant currency adjusted EPS compounded annual growth rate for the five-year period ending December 31, 2023.
The full special retention award will only be earned and vested if the Company’s constant currency adjusted EPS compounded annual growth rate for the five-year period ending December 31, 2023 equals or exceeds 25% and the executive remains employed by the Company. In the event the executives named above voluntarily terminates his employment prior to the fourth or fifth year vesting dates described above, the respective executive forfeits any opportunity or right to the performance award at the respective vesting dates.
Annual Long-Term Equity Incentive Awards
In December 2019, the Compensation Committee, together with consultation with its compensation consultants, completed the annual 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. In that regard, the grants included a combination of stock options and performance vesting restricted stock. The stock options vest based on service conditions over four years. The restricted stock awards were divided into two groups with different vesting criteria. The first group of awards vest on achieving compound annual growth in adjusted EPS, on a constant currency basis, for the years 2020 through 2022, contingent upon continued employment from the grant date to the date of vesting. Threshold compound annual growth rate (“CAGR”) of 3% results in vesting of 25% of the award, target CAGR of 5.5% results in 50% vesting of the award, and maximum CAGR of 8% results in 100% vesting of the award. The awards are also contingent upon the achievement of adjusted operating income of $60 million each year. The
second group of awards vests over four years based on service conditions, contingent upon the achievement of adjusted operating income of $60 million each year.
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.demanding as demonstrated by incentive goal performance ranging from zero achieved to partial achievement to full achievement. After this review, the Compensation Committee determined that the targets and the associated level of compensation awarded to the executive officers have generally been appropriate.
appropriate and challenging.
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.
|
| | | | | | | | | | | | | | | | |
| Name | Annual 2018 Long-Term Incentive Compensation Plan Grant Date Fair Value | Annual 2019 Long-Term Incentive Compensation Plan Grant Date Fair Value | % Increase/(Decrease) in Annual Grant | Special Apr-19 Retention Incentive Grant | 2019 Total Long-Term Incentive Plan Grant Date Value | Total 2019 Grant % Increase / (Decrease) |
| Michael J. Brown | $ | 3,000 |
| $ | 5,000 |
| 67 | % | $ | — |
| $ | 5,000 |
| 67 | % |
| Rick L. Weller | 2,300 |
| 2,300 |
| — | % | 5,028 |
| 7,328 |
| 219 | % |
| Nikos Fountas | 1,000 |
| 1,200 |
| 20 | % | 5,028 |
| 6,228 |
| 523 | % |
| Kevin J. Caponecchi | 1,000 |
| 1,200 |
| 20 | % | 5,028 |
| 6,228 |
| 523 | % |
| Juan C. Bianchi | 1,000 |
| 1,200 |
| 20 | % | 5,028 |
| 6,228 |
| 523 | % |
The Compensation Committee concluded that for 20192021 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.
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.
With the exception of Mr. Brown, who is prohibited from participating in an Employee Stock Purchase Plan (“ESPP”) by Internal Revenue Service regulations because of his percentage ownership of Euronet, allAll of our employees are entitled to participate in the ESPP,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.”
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 Named Executive OfficersNEOs as a group in 20192021 was $15,666$12,145 and $335,215,$334,372, respectively, and is included in the “All Other Compensation” column of the Summary Compensation Table on page 35.34. 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.
Euronet has a change in control provision in our Stock Incentive Plan that applies to all plan participants, including our Named Executive Officers.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 Named Executive Officers,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, Named Executive Officers and higher paidto employees is progressive so that as an employee's level of responsibility and corresponding total compensation opportunity increases, an increasing percentage of total compensation is paid in performance based restricted stock and/or stock options to better align leadership with stockholders.
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. | |
◦ | 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. |
| |
◦ | Mr. Brown was granted a waiver of this restriction on pledging shares in connection with the pledge of shares to secure a loan from a third-party bank for a personal investment currently equal to approximately 7% of the total value of shares he holds. |
- 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, 2021, Michael Brown had 357,129 shares pledged. Other than Michael Brown, none of the remaining 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, 2019: |
Director | | |
Director | Required Stock Ownership | Current Stock Ownership Position |
Michael J. Brown | 5 times base salary | 320345 times base salary |
Paul S. Althasen | 4 times annual retainer | 3426 times annual retainer |
Thomas A. McDonnell | 4 times annual retainer | 4737 times annual retainer |
Dr. Andrej Olechowski | 4 times annual retainer | 76 times annual retainer |
Eriberto R. ScocimaraMichael N. Frumkin (1) | Not applicable | 2 times annual retainer |
Andrew B. Schmitt | 4 times annual retainer | 32 times annual retainer |
M. Jeannine Strandjord | 4 times annual retainer | 20 times annual retainer |
Mark R. Callegari | 4 times annual retainer | 9 times annual retainer |
Andrew B. Schmitt | 4 times annual retainer | 42 times annual retainer |
M. Jeannine Strandjord | 4 times annual retainer | 28 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
Named Executive Officers,NEOs, all of the other Named Executive OfficersNEOs currently have stock ownership levels well in excess of generally established guidelines where Messrsguidelines: Messrs. Weller, Caponecchi, Fountas and Bianchi hold shares rounded, (stock owned, stock issuable pursuant to options exercisable within 60 days of March 24, 202022, 2022 and beneficially owned stock at risk) valued at 119, 51, 35approximately 92, 43, 33 and 249 times their annual salaries, respectively.
Compensation Risk Assessment
Compensation policies and practices are also designed to discourage inappropriate risk taking including:
- Stock ownership requirements for our CEO and Board of Directors.
cash incentive performance targets are established prior to the beginning of each performance period and are not subject to change.The Compensation Committee retains discretionary authority to override any incentive plan's formulaic outcome in the event of unforeseen circumstances.
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 20192021 found that no compensation programs, policies or practices were likely to have a material adverse impact on Euronet.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.
Repricing of Equity Awards
The Compensation Committee believes that equity awards should be made based upon conditions and financial metrics established as of the time of each award and that the terms of awards outstanding should not be revised as conditions change. The Compensation Committee is therefore committed not to engage in repricing of equity awards outstanding, except in the context of certain corporate reorganizations or with the approval of Stockholders. This policy has been confirmed through an amendment to our 2006 Stock Incentive Plan, which restricts us from engaging in repricing except in certain corporate reorganizations, without the approval of our Stockholders. The Compensation Committee extends its policy against repricing to all of Euronet’s equity plans.
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 awardsaward 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.
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 named executive officers,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.
At last year’s annual meeting, over 98%82% of the votes cast on the advisory vote on executive compensation were in favor of the Company’s Named Executive OfficerNEO 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.
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.
Eriberto R. Scocimara
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.
In preparing the required proxy compensation tables, the grant date fair value of the performance restricted stock and option awards were valued assuming a 15% constant currency adjusted earnings per share compounded annual growth rate. This estimate is not inconsistent with our historical performance. However, the recent outbreak of the novel coronavirus (COVID-19) will have an impact on our performance which will impact the amount realized by our Named Executive Officers. Moreover, the potential adverse economic impacts on the United States and global economy has resulted in significant volatility and devaluation of many publicly traded equities, including Euronet's. To that end, Euronet's stock price per share significantly declined from its closing price of $157.56 per share on December 31, 2019 to $72.75 on April 3, 2020 representing a 54% decline. Accordingly, we continue to monitor the impact as COVID-19 advances across the world. Due to the recent onset of COVID-19 and the continued evolution of our understanding of the impact, it is not practical to revise our estimates at this time. We will continue to monitor the evaluation of global medical experts and scientists. As information regarding the impact of COVID-19 becomes available, it will be evaluated. Euronet’s actual results could differ materially from these estimates. It is uncertain whether the United States equity markets or Euronet’s traded equity, will recover to amounts used in these tables. The amount of compensation realized by our Named Executive Officers could vary materially from amounts presented within the compensation tables. The following tables should be read considering the potential for market disruption and economic impacts of COVID-19.
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, 20192021 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 | 2019 | | $ | 850,000 |
| | — |
| | $ | 2,500,107 |
| | $ | 2,500,000 |
| | $ | 2,550,000 |
| | $ | 15,666 |
| (4) | $ | 8,415,773 |
|
| Chairman, Chief Executive Officer and President | 2018 | | 850,000 |
| | — |
| | 1,500,006 |
| | 1,499,997 |
| | 2,550,000 |
| | 55,195 |
| | 6,455,198 |
|
| 2017 | | 850,000 |
| | — |
| | 1,499,989 |
| | 1,500,003 |
| | — |
| | 10,980 |
| | 3,860,972 |
|
| Rick L. Weller | 2019 | | 500,000 |
| | — |
| | 3,664,145 |
| | 3,664,196 |
| | 900,000 |
| | 10,260 |
| (4) | 8,738,601 |
|
| Executive Vice President and Chief Financial Officer | 2018 | | 425,000 |
| | — |
| | 1,149,941 |
| | 1,149,994 |
| | 765,000 |
| | 10,195 |
| | 3,500,130 |
|
| 2017 | | 425,000 |
| | — |
| | 625,072 |
| | 625,001 |
| | — |
| | 10,980 |
| | 1,686,053 |
|
| Nikos Fountas(5) | 2019 | | 421,410 |
| | — |
| | 3,114,137 |
| | 3,114,199 |
| | 632,115 |
| | 269,539 |
| (3) | 7,551,400 |
|
| Executive Vice President and Chief Executive Officer, EFT Europe, Middle East and Africa Division | 2018 | | 452,849 |
| | — |
| | 500,076 |
| | 499,999 |
| | 664,256 |
| | 138,100 |
| | 2,255,280 |
|
| 2017 | | 423,636 |
| | — |
| | 499,966 |
| | 500,001 |
| | — |
| | 12,270 |
| | 1,435,873 |
|
| Kevin J. Caponecchi | 2019 | | 365,000 |
| | — |
| | 3,114,137 |
| | 3,114,199 |
| | 547,500 |
| | 11,193 |
| (4) | 7,152,029 |
|
| Executive Vice President and Chief Executive Officer, epay, Software and EFT Asia Pacific Division | 2018 | | 365,000 |
| | — |
| | 500,076 |
| | 499,999 |
| | 547,500 |
| | 11,063 |
| | 1,923,638 |
|
| 2017 | | 365,000 |
| | — |
| | 499,966 |
| | 500,001 |
| | — |
| | 11,139 |
| | 1,376,106 |
|
| Juan C. Bianchi | 2019 | | 400,000 |
| | — |
| | 3,114,137 |
| | 3,114,199 |
| | 600,000 |
| | 44,223 |
| (3) | 7,272,559 |
|
| Executive Vice President and Chief Executive Officer, Money Transfer Segment | 2018 | | 400,000 |
| | — |
| | 500,076 |
| | 499,999 |
| | 600,000 |
| | 43,468 |
| | 2,043,543 |
|
| 2017 | | 400,000 |
| | — |
| | 499,966 |
| | 500,001 |
| | — |
| | 42,208 |
| | 1,442,175 |
|
Name and Principal Position | Year | | Salary | | Bonus | | Stock Awards(1) | | Option Awards(2) | | Non-Equity Incentive Compensation | | All Other Compensation | | Total |
Michael J. Brown | 2021 | | $ | 850,000 | | — | | $ | 4,567,864 | | $ | 4,567,863 | | $ | 1,683,000 | | $ | 12,145 | (4) | $ | 11,680,872 |
Chairman, Chief Executive Officer and President | 2020 | | 850,000 | | — | | 1,303,424 | | 8,370,000 | | — | | 10,242 | | 10,533,666 |
2019 | | 850,000 | | — | | 2,500,107 | | 2,500,000 | | 2,550,000 | | 15,666 | | 8,415,773 |
Rick L. Weller | 2021 | | 500,000 | | — | | 1,386,576 | | 1,386,629 | | 825,000 | | 15,634 | (4) | 4,113,839 |
Executive Vice President and Chief Financial Officer | 2020 | | 500,000 | | — | | 401,421 | | 5,380,000 | | — | | 10,242 | | 6,291,663 |
2019 | | 500,000 | | — | | 3,664,145 | | 3,664,196 | | 900,000 | | 10,260 | | 8,738,601 |
Nikos Fountas (5) | 2021 | | 479,115 | | — | | 1,339,215 | | 1,339,268 | | 606,343 | | 255,882 | (3) | 4,019,823 |
Executive Vice President and Chief Executive Officer, EFT Europe, Middle East and Africa Division | 2020 | | 462,186 | | — | | 321,078 | | 5,380,000 | | — | | 258,682 | | 6,421,946 |
2019 | | 421,410 | | — | | 3,114,137 | | 3,114,199 | | 632,115 | | 269,539 | | 7,551,400 |
Kevin J. Caponecchi | 2021 | | 450,000 | | — | | 1,339,215 | | 1,339,268 | | 594,000 | | 16,508 | (4) | 3,738,991 |
Executive Vice President and Chief Executive Officer, epay, Software and EFT Asia Pacific Division | 2020 | | 450,000 | | — | | 321,078 | | 5,380,000 | | — | | 11,175 | | 6,162,253 |
2019 | | 365,000 | | — | | 3,114,137 | | 3,114,199 | | 547,500 | | 11,193 | | 7,152,029 |
Juan C. Bianchi | 2021 | | 450,000 | | — | | 1,339,215 | | 1,339,268 | | 594,000 | | 46,348 | (3) | 3,768,831 |
Executive Vice President and Chief Executive Officer, Money Transfer Segment | 2020 | | 450,000 | | — | | 321,078 | | 5,380,000 | | — | | 43,078 | | 6,194,156 |
2019 | | 400,000 | | — | | 3,114,137 | | 3,114,199 | | 600,000 | | 44,223 | | 7,272,559 |
| |
(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 15 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2019. Restricted stock awards for each fiscal year include awards subject to performance conditions for 2019, executives participated in restricted stock award grants on April 4, 2019 and December 10, 2019. The December 10, 2019 grants were valued based on the assumptions that the highest level of the performance conditions would be achieved. The April 4, 2019 grants included the 3% CAGR Awards and the 25% CAGR Awards (see pages 29 and 30 for a description of these awards). The 3% CAGR Awards were valued based on achieving the highest level of performance criteria and the 25% CAGR Awards were valued based on achieving an estimated 15% adjusted EPS CAGR. In preparing the required proxy compensation schedules, the grant date fair value of the April 2019 performance
|
restricted stock
and optionis 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, 2021. Restricted stock awards
for each fiscal year include awards subject to performance conditions that were valued
assumingbased on the assumption the highest level of the performance targets would be achieved.Compensation for stock options is computed in accordance with the provisions of ASC Topic 718. Amounts represent the grant date fair value determined using the Black-Scholes-Merton model or a 15% constant currency adjusted earnings per share compounded annual growth rate. This estimateMonte 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 consistentexercised. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our historical performance.audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2021.
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 | | Other (b) |
| Total |
Nikos Fountas | | $ | — | | $ | — | | $ | 6,684 | | | $ | 169,874 | | $ | 35,514 | | $ | 43,810 | | $ | — |
| $ | 255,882 |
Juan C. Bianchi | | 7,200 | | 8,700 | | 29,454 | (a) | | — | | — | | — | |
| 994 |
| 46,348 |
| |
(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. 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 15 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2019. For 2019, executives participated in stock option grants on April 4, 2019 and December 10, 2019. The April 4, 2019 grants included the 3% CAGR Awards and the 25% CAGR Awards (see pages 29 and 30 for a description of these awards). The 3% CAGR Awards were valued based on achieving the highest level of performance criteria and the 25% CAGR Awards were valued based on achieving an estimated 15% adjusted EPS CAGR. The December 10, 2019 grants vest based on continued employment with the company over a four-year period.In preparing the required proxy compensation schedules, the grant date fair value of the April 2019 performance restricted stock and option awards were valued assuming a 15% constant currency adjusted earnings per share compounded annual growth rate. This estimate is consistent with our historical performance. |
| |
(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 | | $ | — |
| | $ | — |
| | $ | 5,630 |
| | $ | 172,380 |
| | $ | 49,454 |
| | $ | 42,075 |
| | $ | 269,539 |
|
| Juan C. Bianchi | | 7,200 |
| | 8,400 |
| | 28,623 | (a) | | — |
| | — |
| | — |
| | 44,223 |
|
(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 |
(b) Mr. Bianchi received an anniversary gift valued at $994.
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 2019 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 $1.28 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. |
5. Mr. Fountas was paid in British pounds during 2021 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 $1.3755 per pound for the period over which the amounts were paid. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs.
Grants of Plan-Based Awards for 2019
2021The following table summarizes estimated possible payouts under non-equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2019.2021. See "Compensation Discussion and Analysis - Elements of Compensation - Annual Non-Equity Incentive Compensation" on page 28 for a description of the performance criteria for these awards.
| | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards |
Name | | Threshold ($) | | 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 | | 229,676 | | 459,351 | | 918,702 |
Kevin J. Caponecchi | | 225,000 | | 450,000 | | 900,000 |
Juan C. Bianchi | | 225,000 | | 450,000 | | 900,000 |
|
| | | | | | | | | | | | |
| | | 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 | | 225,000 |
| | 450,000 |
| | 900,000 |
|
| Nikos Fountas | | 158,029 |
| | 316,058 |
| | 632,115 |
|
| Kevin J. Caponecchi | | 136,875 |
| | 273,750 |
| | 547,500 |
|
| Juan C. Bianchi | | 150,000 |
| | 300,000 |
| | 600,000 |
|
The following table summarizes estimated future payouts under equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2019.
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 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 | | 12/10/2019 | (1) | | 2,431 |
| | 4,862 |
| | 9,723 |
| | | | | | | | $ | 1,500,064 |
|
| | | 12/10/2019 | (2) | | | | 6,482 |
| | | | | | | | | | 1,000,043 |
|
| | | 12/10/2019 | (3) | | | | | | | | | | 61,664 |
| | $ | 154.28 |
| | 2,500,000 |
|
| Rick L. Weller | | 4/4/2019 | (4) | |
|
| | 8,863 |
| |
|
| | | | | | | | 1,249,949 |
|
| | | 4/4/2019 | (5) | | | | 8,964 |
| | 18,186 |
| | | | | | | | 1,264,193 |
|
| | | 4/4/2019 | (4) | | | | 27,239 |
| | | | | | | | 141.03 |
| | 1,250,017 |
|
| | | 4/4/2019 | (5) | | | | 27,548 |
| | 55,888 |
| | | |
|
| | 141.03 |
| | 1,264,213 |
|
| | | 12/10/2019 | (1) | | 1,118 |
| | 2,236 |
| | 4,472 |
| | | | | | | | 689,940 |
|
| | | 12/10/2019 | (2) | | | | 2,982 |
| | | | | | | | | | 460,063 |
|
| | | 12/10/2019 | (3) | | | | | | | | | | 28,365 |
| | 154.28 |
| | 1,149,982 |
|
| Nikos Fountas | | 4/4/2019 | (4) | |
|
| | 8,863 |
| |
|
| | | | | | | | 1,249,949 |
|
| | | 4/4/2019 | (5) | | | | 8,964 |
| | 18,186 |
| | | | | | | | 1,264,193 |
|
| | | 4/4/2019 | (4) | | | | 27,239 |
| | | | | | | | 141.03 |
| | 1,250,017 |
|
| | | 4/4/2019 | (5) | | | | 27,548 |
| | 55,888 |
| | | |
|
| | 141.03 |
| | 1,264,213 |
|
| | | 12/10/2019 | (1) | | 583 |
| | 1,167 |
| | 2,333 |
| | | | | | | | 359,935 |
|
| | | 12/10/2019 | (2) | | | | 1,556 |
| | | | | | | | | | 240,060 |
|
| | | 12/10/2019 | (3) | | | | | | | | | | 14,799 |
| | 154.28 |
| | 599,985 |
|
| Kevin J. Caponecchi | | 4/4/2019 | (4) | |
|
| | 8,863 |
| |
|
| | | | | | | | 1,249,949 |
|
| | | 4/4/2019 | (5) | | | | 8,964 |
| | 18,186 |
| | | | | | | | 1,264,193 |
|
| | | 4/4/2019 | (4) | | | | 27,239 |
| | | | | | | | 141.03 |
| | 1,250,017 |
|
| | | 4/4/2019 | (5) | | | | 27,548 |
| | 55,888 |
| | | |
|
| | 141.03 |
| | 1,264,213 |
|
| | | 12/10/2019 | (1) | | 583 |
| | 1,167 |
| | 2,333 |
| | | | | | | | 359,935 |
|
| | | 12/10/2019 | (2) | | | | 1,556 |
| | | | | | | | | | 240,060 |
|
| | | 12/10/2019 | (3) | | | | | | | | | | 14,799 |
| | 154.28 |
| | 599,985 |
|
| Juan C. Bianchi | | 4/4/2019 | (4) | |
|
| | 8,863 |
| |
|
| | | | | | | | 1,249,949 |
|
| | | 4/4/2019 | (5) | | | | 8,964 |
| | 18,186 |
| | | |
|
| | | | 1,264,193 |
|
| | | 4/4/2019 | (4) | | | | 27,239 |
| | | | | | | | 141.03 |
| | 1,250,017 |
|
| | | 4/4/2019 | (5) | | | | 27,548 |
| | 55,888 |
| |
| |
|
| | 141.03 |
| | 1,264,213 |
|
| | | 12/10/2019 | (1) | | 583 |
| | 1,167 |
| | 2,333 |
| | | | | | | | 359,935 |
|
| | | 12/10/2019 | (2) | | | | 1,556 |
| | | | | | | | | | 240,060 |
|
| | | 12/10/2019 | (3) | | | | | | | | | | 14,799 |
| | 154.28 |
| | 599,985 |
|
_______ | |
(1) | Restricted stock award that vests on achieving threshold, target or maximum compound annual growth in adjusted EPS, on a constant currency basis, for the years 2020 through 2022, contingent upon the Named Executive Officer’s continued employment on the vesting date and the achievement of adjusted operating income of $60 million each year. A threshold compound annual growth rate (“CAGR”) of 3% results in vesting of 25% of the award, target CAGR of 5.5% results in 50% vesting of the award, and maximum CAGR of 8% results in 100% vesting of the award. |
| |
(2) | Restricted stock award that vests 25% each year, over four years from the grant date, contingent upon the Named Executive Officer’s continued employment on the vesting dates and the achievement of adjusted operating income of $60 million each year. |
| |
(3) | Stock option award that vests 25% on each of the first four anniversaries of the grant date, contingent upon the Named Executive Officer’s continued employment on the vesting dates. |
| |
(4) | The restricted stock and stock option awards vest upon achievement of adjusted EPS CAGR equaling or exceeding 3%, measured through the four-year period ending 2022 for 50% of the stock and option awards, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. The grant date fair value of the April 2019 restricted stock and option awards were valued assuming a 15% constant currency adjusted earnings per share compounded annual growth rate to value performance stock and option award grants. |
2021. | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | All Other Option Awards: Number of Securities Underlying Options (#) | | Exercise or Base Price of Options Awards ($/Sh) | | Grant Date Fair Value of Stock and Option Awards ($) |
Name | | Grant Date | | | Threshold (#) | | Target or Estimate (#) | | Maximum (#) | |
Michael J. Brown | | 12/7/2021 | (1) | | 23,611 | | 31,481 | | 39,351 | | | | | | $ |
| | $ | 4,567,864 |
| | 12/7/2021 | (2) | | | | 113,346 | | | | | | | | 116.08 | | 4,567,863 |
Rick L. Weller | | 12/7/2021 | (1) | | 7,167 | | 9,556 | | 11,945 | | | | | | | | 1,386,576 |
| | 12/7/2021 | (2) | | | | 34,408 | |
| | | | | | 116.08 | | 1,386,629 |
Nikos Fountas | | 12/7/2021 | (1) | | 6,922 | | 9,230 | | 11,537 | | | | | | | | 1,339,215 |
| | 12/7/2021 | (2) | | | | 33,232 | |
| | | | | | 116.08 | | 1,339,268 |
Kevin J. Caponecchi | | 12/7/2021 | (1) | | 6,922 | | 9,230 | | 11,537 | | | | | | | | 1,339,215 |
| | 12/7/2021 | (2) | | | | 33,232 | |
| | | | | | 116.08 | | 1,339,268 |
Juan C. Bianchi | | 12/7/2021 | (1) | | 6,922 | | 9,230 | | 11,537 | | | | | | | | 1,339,215 |
| | 12/7/2021 | (2) | | | | 33,232 | |
| | | | | | 116.08 | | 1,339,268 |
- Restricted stock award that has two components: 1) 40% of the award will vest evenly over four years subject to the Company producing at least $60 million adjusted operating income each year of vesting upon the filing of the Company's annual Form 10-K for the years ending 2022, 2023, 2024 and 2025; and 2) up to 60% of the award will vest at the end of the third calendar year subject to the Company achieving compounded annualized growth rates ("CAGR") in adjusted constant currency earnings per share. 20% of the award will vest if the Company achieves a threshold 5% CAGR, 40% of the award will vest if the Company achieves a target 7.5% CAGR, and 60% of the award will vest if the Company achieves a maximum 10% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2024.
- Stock option award that vests evenly over four years upon the achievement of a 10% increase over the share price on the date of the grant for 30 consecutive days.
| |
(5) | The restricted stock and option awards vest proportionally upon achievement of adjusted EPS CAGR ranging from 0 - 25%, with 100% of the awards vesting upon achievement of 25%, measured through the four-year period ending 2022 for 50% of the stock and option awards, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates.The grant date fair value of the April 2019 restricted stock and option awards were valued assuming a 15% constant currency adjusted earnings per share compounded annual growth rate to value performance stock and option award grants.36 |
Outstanding Equity Awards at Fiscal Year-End for 2019
2021The following table sets forth equity awards outstanding for the Named Executive Officers as of December 31, 2019.2021.
| | 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 | 12/11/2012 | 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 | |
|
|
|
| |
|
|
|
|
| 12/13/2016 | 59,277 |
|
|
|
| 73.72 | 12/13/2026 |
| 1,627 | (2) | $ | 193,890 |
|
|
|
|
|
| 12/13/2017 | 41,971 | 10,493 | (3) | | | 91.99 | 12/12/2027 | | 1,305 | (4) | 155,517 | | 1,304 | (4) | $ | 155,398 |
| 12/12/2018 | 24,223 | 16,148 | (5) | | | 111.45 | 12/12/2028 | | 1,077 | (6) | 128,346 | | 2,153 | (6) | 256,573 |
| 12/10/2019 | 30,832 | 30,832 | (7) | | | 154.28 | 12/10/2029 | | 1,621 | (8) | 193,175 | | 3,240 | (8) | 386,111 |
| 12/10/2019 | | | | | | | | | | | | | 2,431 | (9) | 289,702 |
| 12/8/2020 | 25,000 |
|
| 50,000 | (10) | 133.22 | 12/8/2030 |
|
|
|
|
|
|
|
|
| 12/8/2020 |
| 25,000 | (11) | 50,000 | (11) | 133.22 | 12/8/2030 |
|
|
|
|
|
|
|
|
| 12/7/2021 |
|
|
| 113,346
| (1) | 116.08 | 12/7/2031 |
|
|
|
|
| 39,351 | (1) | 4,689,459 |
| | | | | | | | | | | | | | | | |
Rick L. Weller | 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 | |
|
|
|
|
|
|
|
| 12/13/2016 | 24,699 |
|
| | | 73.72 | 12/13/2026 | | 678 | (2) | 80,797 | |
|
|
|
| 12/12/2017 | 17,488 | 4,372 | (3) | | | 91.99 | 12/12/2027 | | 544 | (4) | 64,828 | | 543 | (4) | 64,709 |
| 12/12/2018 | 18,571 | 12,380 | (5) | | | 111.45 | 12/12/2028 | | 825 | (6) | 98,315 | | 1,651 | (6) | 196,750 |
| 4/4/2019 | | | | 27,239 | (12) | 141.03 | 4/4/2029 | | | | | | 8,863 | (13) | 1,056,204 |
| 4/4/2019 | | | | 8,383 | (14) | 141.03 | 4/4/2029 | | | | | | 2,728 | (15) | 325,096 |
| 12/10/2019 | 14,183 | 14,182 | (7) | | | 154.28 | 12/10/2029 | | 746 | (8) | 88,901 | | 1,490 | (8) | 177,563 |
| 12/10/2019 | | | | | | | | | | | | | 1,118 | (9) | 133,232 |
| 11/5/2020 |
|
|
| 200,000 | (16) | 98.46 | 11/5/2030 |
|
|
|
|
|
|
|
|
| 12/7/2021 |
|
|
| 34,408 | (1) | 116.08 | 12/7/2031 |
|
|
|
|
| 11,945 | (1) | 1,423,486
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | 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 | 12/15/2010 | 184,936 |
|
|
| | | | $ | 17.05 |
| | 12/15/2020 | | | | | |
|
| |
|
|
| | 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 | | 1,778 |
| (2) | $ | 280,142 |
| | | |
|
|
| | 12/10/2015 | 49,022 |
| 12,255 |
| (3 | ) | | | 74.72 |
| | 12/10/2025 | | 1,606 |
| (4) | 253,041 |
| | 1,606 |
| (4) | $ | 253,041 |
|
| | 12/13/2016 | 35,567 |
| 23,710 |
| (5 | ) | | | 73.72 |
| | 12/13/2026 | | 1,628 |
| (6) | 256,508 |
| | 3,255 |
| (6) | 512,858 |
|
| | 12/13/2016 | | | | | | | | | | 12,208 |
| (7) | 1,923,492 |
| | | | |
| | 12/12/2017 | 20,986 |
| 31,478 |
| (8 | ) | | | 91.99 |
| | 12/12/2027 | | 1,305 |
| (9) | 205,616 |
| | 3,913 |
| (9) | 616,532 |
|
| | 12/12/2017 | | | | | | | | | | | | | | 9,784 |
| (10) | 1,541,567 |
|
| | 12/12/2018 | 8,074 |
| 32,297 |
| (11 | ) | | | 111.45 |
| | 12/12/2028 | | 1,077 |
| (12) | 169,692 |
| | 4,307 |
| (12) | 678,611 |
|
| | 12/12/2018 | | | | | | | | | | | | | | 8,075 |
| (13) | 1,272,297 |
|
| | 12/10/2019 | | 61,664 |
| (1 | ) | | | 154.28 |
| | 12/10/2029 | | | | | | 6,482 |
| (1) | 1,021,304 |
|
| | 12/10/2019 | | | | | | | | | | | | | | 9,723 |
| (1) | 1,531,956 |
|
| | | | | | | | | | | | | | | | | | |
| Rick L. Weller | 12/15/2010 | 92,468 |
|
|
| | | | 17.05 |
| | 12/15/2020 | | | | | |
|
| |
|
|
| | 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 | | 711 |
| (2) | 112,025 |
| |
|
| |
|
|
| | 12/10/2015 | 20,426 |
| 5,106 |
| (3 | ) | | | 74.72 |
| | 12/10/2025 | | 670 |
| (4) | 105,565 |
| | 669 |
| (4) | 105,408 |
|
| | 12/13/2016 | 14,820 |
| 9,879 |
| (5 | ) | | | 73.72 |
| | 12/13/2026 | | 678 |
| (6) | 106,826 |
| | 1,357 |
| (6) | 213,809 |
|
| | 12/13/2016 | | | | | | | | | | 5,087 |
| (7) | 801,508 |
| | | | |
| | 12/12/2017 | 8,744 |
| 13,116 |
| (8 | ) | | | 91.99 |
| | 12/12/2027 | | 544 |
| (9) | 85,713 |
| | 1,630 |
| (9) | 256,823 |
|
| | 12/12/2017 | | | | | | | | | | | | | | 4,077 |
| (10) | 642,372 |
|
| | 12/12/2018 | 6,190 |
| 24,761 |
| (11 | ) | | | 111.45 |
| | 12/12/2028 | | 825 |
| (12) | 129,987 |
| | 3,302 |
| (12) | 520,263 |
|
| | 12/12/2018 | | | | | | | | | | | | | | 6,191 |
| (13) | 975,454 |
|
| | 4/4/2019 | | | | 27,239 |
| (1) | 141.03 |
| | 4/4/2029 | | | | | | 8,863 |
| (1) | 1,396,454 |
|
| | 4/4/2019 | | | | 27,548 |
| (1) | 141.03 |
| | 4/4/2029 | | | | | | 8,964 |
| (1) | 1,412,368 |
|
| | 12/10/2019 | | 28,365 |
| (1 | ) | | | 154.28 |
| | 12/10/2029 | | | | | | 2,982 |
| (1) | 469,844 |
|
| | 12/10/2019 | | | | | | | | | | | | | | 4,472 |
| (1) | 704,608 |
|
| | | | | | | | | | | | | | | | | | |
| Nikos Fountas | 12/10/2013 | 18,991 |
|
|
| | | | 45.93 |
| | 12/10/2023 | | | |
|
| |
|
| |
|
|
| | 12/10/2014 | 21,479 |
| | | | | 56.24 |
| | 12/10/2024 | | 569 |
| (2) | 89,652 |
| | | |
|
|
| | 12/10/2015 | 13,073 |
| 3,268 |
| (3 | ) | | | 74.72 |
| | 12/10/2025 | | 429 |
| (4) | 67,593 |
| | 428 |
| (4) | 67,436 |
|
| | 12/13/2016 | 11,856 |
| 7,903 |
| (5 | ) | | | 73.72 |
| | 12/13/2026 | | 542 |
| (6) | 85,398 |
| | 1,085 |
| (6) | 170,953 |
|
| | 12/13/2016 | | | | | | | | | | 4,069 |
| (7) | 641,112 |
| | | | |
| | 12/12/2017 | 6,995 |
| 10,493 |
| (8 | ) | | | 91.99 |
| | 12/12/2027 | | 435 |
| (9) | 68,539 |
| | 1,304 |
| (9) | 205,458 |
|
| | 12/12/2017 | | | | | | | | | | | | | | 3,261 |
| (10) | 513,803 |
|
| | 12/12/2018 | 2,691 |
| 10,766 |
| (11 | ) | | | 111.45 |
| | 12/12/2028 | | 359 |
| (12) | 56,564 |
| | 1,436 |
| (12) | 226,256 |
|
| | 12/12/2018 | | | | | | | | | | | | | | 2,692 |
| (13) | 424,152 |
|
| | 4/4/2019 | | | | 27,239 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,863 |
| (1) | 1,396,454 |
|
|
| 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 |
|
|
|
|
|
|
|
|
| 12/13/2016 | 19,759 |
|
|
|
| 73.72 |
| 12/13/2026 |
| 542 | (2) | 64,590 |
|
|
|
|
| 12/12/2017 | 13,990 | 3,498 | (3) |
|
| 91.99 |
| 12/12/2027 |
| 435 | (4) | 51,839 |
| 434 | (4) | 51,720 |
| 12/12/2018 | 8,074 | 5,383 | (5) |
|
| 111.45 |
| 12/12/2028 |
| 359 | (6) | 42,782 |
| 718 | (6) | 85,564 |
| 4/4/2019 |
|
|
| 27,239 | (12) | 141.03 |
| 4/4/2029 |
|
|
|
|
| 8,863 | (13) | 1,056,204 |
| 4/4/2019 |
|
|
| 8,383 | (14) | 141.03 |
| 4/4/2029 |
|
|
|
|
| 2,728 | (15) | 325,096 |
| 12/10/2019 | 7,400 | 7,399 | (7) |
|
| 154.28 |
| 12/10/2029 |
| 389 | (8) | 46,357 |
| 778 | (8) | 92,714 |
| 12/10/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 583 | (9) | 69,476 |
| 11/5/2020 |
|
|
| 200,000 | (16) | 98.46 |
| 11/5/2030 |
|
|
|
|
|
|
|
|
| 12/7/2021 |
|
|
| 33,232 | (1)
| 116.08 |
| 12/7/2031 |
|
|
|
|
| 11,537 | (1) | 1,374,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin J. Caponecchi | 12/10/2014 | 11,849 | | | | | 56.24 | | 12/10/2024 | |
|
|
| | | | |
| 12/10/2015 | 20,426 |
|
| | | 74.72 | | 12/10/2025 | |
|
|
| |
|
|
|
| 12/13/2016 | 19,759 |
|
| | | 73.72 | | 12/13/2026 | | 542 | (2) | 64,590 | |
|
|
|
| 12/12/2017 | 13,990 | 3,498 | (3) | | | 91.99 | | 12/12/2027 | | 435 | (4) | 51,839 | | 434 | (4) | 51,270 |
| 12/12/2018 | 8,074 | 5,383 | (5) | | | 111.45 | | 12/12/2028 | | 359 | (6) | 42,782 | | 718 | (6) | 85,564 |
| 4/4/2019 | | | | 27,239 | (12) | 141.03 | | 4/4/2029 | | | | | | 8,863 | (13) | 1,056,204 |
| 4/4/2019 | | | | 8,383 | (14) | 141.03 | | 4/4/2029 | | | | | | 2,728 | (15) | 325,096 |
| 12/10/2019 | 7,400 | 7,399 | (7) | | | 154.28 | | 12/10/2029 | | 389 | (8) | 46,357 | | 778 | (8) | 92,714 |
| 12/10/2019 | | | | | | | | | | | | | | 583 | (9) | 69,476 |
| 11/5/2020 |
|
|
| 200,000 | (16) | 98.46 |
| 11/5/2030 |
|
|
|
|
|
|
|
|
| 12/7/2021 |
|
|
| 33,232 | (1) | 116.08 |
| 12/7/2031 |
|
|
|
|
| 11,537 | (1) | 1,374,864 |
|
| Option Awards |
| Restricted Stock Awards |
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | Option Exercise Price ($) | | Option Expiration Date | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
Juan C. Bianchi | 12/10/2015 | 3,268 |
|
|
|
| 74.72 |
| 12/10/2025 |
|
|
|
|
|
|
|
|
| 12/13/2016 | 7,903 |
|
|
|
| 73.72 |
| 12/13/2026 |
| 542 | (2) | 64,590 |
|
|
|
|
| 12/12/2017 | 6,995 | 3,498 | (3) |
|
| 91.99 |
| 12/12/2027 |
| 435 | (4) | 51,839 |
| 434 | (4) | 51,270 |
| 12/12/2018 | 5,383 | 5,383 | (5) |
|
| 111.45 |
| 12/12/2028 |
| 359 | (6) | 42,782 |
| 718 | (6) | 85,564 |
| 4/4/2019 | | | | 27,239 | (12) | 141.03 | | 4/4/2029 |
|
|
|
|
| 8,863 | (13) | 1,056,204 |
| 4/4/2019 | | | | 8,383 | (14) | 141.03 | | 4/4/2029 |
|
|
|
|
| 2,728 | (15) | 325,096 |
| 12/10/2019 | 7,400 | 7,399 | (7) |
|
| 154.28 |
| 12/10/2029 |
| 389 | (8) | 46,357 |
| 778 | (8) | 92,714 |
| 12/10/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
| 583 | (9) | 69,476 |
| 11/5/2020 |
|
|
| 200,000 | (16) | 98.46 |
| 11/5/2030 |
|
|
|
|
|
|
|
|
| 12/7/2021 |
|
|
| 33,232 | (1) | 116.08 |
| 12/7/2031 |
|
|
|
|
| 11,537 | (1) | 1,374,864
|
- See footnotes to table under “Grants of Plan-Based Awards for 2021” for a description of the vesting schedule for these awards.
- Restricted stock award granted on December 13, 2016, contingent upon the achievement of adjusted operating income of $60 million and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2021 performance vested on February 22, 2022.
- Stock option award granted December 12, 2017. The remaining unexercisable stock options will vest on December 12, 2022, contingent upon the Named Executive Officer's continued employment on the vesting date.
- Restricted stock award granted on December 12, 2017. The remaining award will vest for the fiscal year 2022, contingent upon the achievement of adjusted operating income of $60 million and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2021 performance vested on February 22, 2022.
- Stock option award granted December 12, 2018. One-half of the remaining unexercisable stock options will vest on each of December 12, 2022 and 2023, contingent upon the Named Executive Officer's continued employment on the vesting dates.
- Restricted stock award granted on December 12, 2018. The remaining award will vest one-half for each of the fiscal years 2022 and 2023, contingent upon the achievement of adjusted operating income of $60 million each year and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2021 performance vested on February 22, 2022.
- Stock option award granted December 10, 2019. One-half of the remaining unexercisable stock options will vest on each of December 12, 2022 and 2023, contingent upon the Named Executive Officer's continued employment on the vesting dates.
- Restricted stock award granted on December 10, 2019. The remaining award will vest one-half for each of the fiscal years 2022 and 2023, contingent upon the achievement of adjusted operating income of $60 million each year and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2021 performance vested on February 22, 2022.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Option Awards | | Restricted Stock Awards |
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options | | Option Exercise Price ($) | | 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 (cont.) | 4/4/2019 | | | | 27,548 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,964 |
| (1) | 1,412,368 |
|
| | 12/10/2019 | | 14,799 |
| (1 | ) | | | 154.28 |
| | 12/10/2029 | | | | | | 1,556 |
| (1) | 245,163 |
|
| | 12/10/2019 | | | | | | | | | | | | | | 2,333 |
| (1) | 367,587 |
|
| | | | | | | | | | | | | | | | | | |
| Kevin J. Caponecchi | 12/10/2014 | 11,849 |
|
|
| | | | 56.24 |
| | 12/10/2024 | | 711 |
| (2) | 112,025 |
|
| | | |
| | 12/10/2015 | 16,341 |
| 4,085 |
| (3 | ) | | | 74.72 |
| | 12/10/2025 | | 536 |
| (4) | 84,452 |
| | 535 |
| (4) | 84,295 |
|
| | 12/13/2016 | 11,856 |
| 7,903 |
| (5 | ) | | | 73.72 |
| | 12/13/2026 | | 542 |
| (6) | 85,398 |
| | 1,085 |
| (6) | 170,953 |
|
| | 12/13/2016 | | | | | | | | | | 4,069 |
| (7) | 641,112 |
| | | | |
| | 12/12/2017 | 6,995 |
| 10,493 |
| (8 | ) | | | 91.99 |
| | 12/12/2027 | | 435 |
| (9) | 68,539 |
| | 1,304 |
| (9) | 205,458 |
|
| | 12/12/2017 | | | | | | | | | | | | | | 3,261 |
| (10) | 513,803 |
|
| | 12/12/2018 | 2,691 |
| 10,766 |
| (11 | ) | | | 111.45 |
| | 12/12/2028 | | 359 |
| (12) | 56,564 |
| | 1,436 |
| (12) | 226,256 |
|
| | 12/12/2018 | | | | | | | | | | | | | | 2,692 |
| (13) | 424,152 |
|
| | 4/4/2019 | | | | 27,239 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,863 |
| (1) | 1,396,454 |
|
| | 4/4/2019 | | | | 27,548 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,964 |
| (1) | 1,412,368 |
|
| | 12/10/2019 | | 14,799 |
| (1 | ) | | | 154.28 |
| | 12/10/2029 | | | | | | 1,556 |
| (1) | 245,163 |
|
| | 12/10/2019 | | | | | | | | | | | | | | 2,333 |
| (1) | 367,587 |
|
| | | | | | | | | | | | | | | | | | |
| Juan C. Bianchi | 12/10/2013 | 9,045 |
|
|
| | | | 45.93 |
| | 12/10/2023 | | | |
|
| |
|
| |
|
|
| | 12/10/2014 | 12,887 |
|
|
| | | | 56.24 |
| | 12/10/2024 | | 569 |
| (2) | 89,652 |
| | | | |
| | 12/10/2015 | 13,073 |
| 3,268 |
| (3 | ) | | | 74.72 |
| | 12/10/2025 | | 429 |
| (4) | 67,593 |
| | 428 |
| (4) | 67,436 |
|
| | 12/13/2016 | 11,856 |
| 7,903 |
| (5 | ) | | | 73.72 |
| | 12/13/2026 | | 542 |
| (6) | 85,398 |
| | 1,085 |
| (6) | 170,953 |
|
| | 12/13/2016 | | | | | | | | | | 4,069 |
| (7) | 641,112 |
| | | | |
| | 12/12/2017 | 6,995 |
| 10,493 |
| (8 | ) | | | 91.99 |
| | 12/12/2027 | | 435 |
| (9) | 68,539 |
| | 1,304 |
| (9) | 205,458 |
|
| | 12/12/2017 | | | | | | | | | | | | | | 3,261 |
| (10) | 513,803 |
|
| | 12/12/2018 | 2,691 |
| 10,766 |
| (11 | ) | | | 111.45 |
| | 12/12/2028 | | 359 |
| (12) | 56,564 |
| | 1,436 |
| (12) | 226,256 |
|
| | 12/12/2018 | | | | | | | | | | | | | | 2,692 |
| (13) | 424,152 |
|
| | 4/4/2019 | | | | 27,239 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,863 |
| (1) | 1,396,454 |
|
| | 4/4/2019 | | | | 27,548 |
| (1 | ) | 141.03 |
| | 4/4/2029 | | | | | | 8,964 |
| (1) | 1,412,368 |
|
| | 12/10/2019 | | 14,799 |
| (1 | ) | | | 154.28 |
| | 12/10/2029 | | | | | | 1,556 |
| (1) | 245,163 |
|
| | 12/10/2019 | | | | | | | | | | | | | | 2,333 |
| (1) | 367,587 |
|
| | | | | | | | | | | | | | | | | | |
Restricted stock award granted on December 10, 2019. The award vests based on achieving threshold, target or maximum compound annual growth in adjusted EPS, on a constant currency basis, for the years 2020 through 2022, contingent upon the Named Executive Officer’s continued employment on the vesting date and the achievement of adjusted operating income of $60 million each year. A threshold CAGR of 3% results in vesting of 25% of the award, target CAGR of 5.5% results in 50% vesting of the award, and maximum CAGR of 8% results in 100% vesting of the award. Threshold amounts are reported based on performance to date.Stock option award granted December 8, 2020. Stock option award with 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $60 million adjusted operating income for the year 2022 or 50,000 of the options, less any options vested in the prior year related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $120 million cumulative adjusted operating income for the two years ended 2022 and 25,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $60 million adjusted operating income for the year 2023 or 75,000 of the options, less any options vested in the prior two years related to this award, vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $180 million cumulative adjusted operating income for the three years ended 2023.Stock option award granted December 8, 2020. Stock option award with 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2022 subject to the Company producing at least $3.50 adjusted Earnings Per Share (EPS) for either the year 2021 or 2022 and 37,500 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $3.50 adjusted EPS for the year ended 2023 less any amounts vested in the prior year related to this award or 75,000 of the options vesting upon the filing of the Company’s Annual Form 10-K for the year 2023 subject to the Company producing at least $4.00 adjusted EPS for any of the three years ended 2023 less any amounts vested in the prior year related to this award.Stock option award granted April 4, 2019. The award vests based on achieving adjusted EPS CAGR equaling or exceeding 3%, measured through the four-year period ending 2022 for 50% of the option award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. Maximum amounts are reported based on performance to date.Restricted stock award granted April 4, 2019. The award vests based on achieving adjusted EPS CAGR equaling or exceeding 3%, measured through the four-year period ending 2022 for 50% of the stock award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. Maximum amounts are reported based on performance to date.Stock option award granted April 4, 2019. The award vests proportionally upon achieving adjusted EPS CAGR ranging from 0 - 25%, with 100% of the awards vesting upon achieving 25%, measured through the four-year period ending 2022 for 50% of the option award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. 15% of the maximum award is reported based on performance to date.Restricted stock award granted April 4, 2019. The award vests proportionally upon achieving adjusted EPS CAGR ranging from 0 - 25%, with 100% of the awards vesting upon achieving 25%, measured through the four-year period ending 2022 for 50% of the stock award, and through the five-year period ending 2023 for the remaining 50%, contingent upon the Named Executive Officer's continued employment on the vesting dates. 15% of the maximum award is reported based on performance to date.Stock option award granted November 5, 2020. The award vests up to 33% in February 2023 upon the achievement of a 15% increase in the share price for a 30 day period within two years of the grant date and a 10% increase in adjusted EPS per year, and the remaining award will vest in February 2024 upon the achievement of 10% growth in adjusted EPS per year.
__________
| |
(1) | See footnotes to table under “Grants of Plan-Based Awards for 2019” for a description of the vesting schedule for these awards.40 |
| |
(2) | Restricted stock award granted on December 10, 2014, contingent upon the achievement of adjusted operating income of $60 million and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2019 performance vested on March 2, 2020. |
| |
(3) | Stock option award granted December 10, 2015. The remaining unexercisable stock options will vest on December 10, 2020, contingent upon the Named Executive Officer's continued employment on the vesting dates. |
| |
(4) | Restricted stock award granted on December 10, 2015. The remaining award will vest for the fiscal year 2020, contingent upon the achievement of adjusted operating income of $60 million for 2020 and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2019 performance vested on March 2, 2020. |
| |
(5) | Stock option award granted December 13, 2016. One-half of the remaining unexercisable stock options will vest on each of December 13, 2020 and 2021, contingent upon the Named Executive Officer's continued employment on the vesting dates. |
| |
(6) | Restricted stock award granted on December 13, 2016. The remaining award will vest one-half for each of the fiscal years 2020 and 2021, contingent upon the achievement of adjusted operating income of $60 million each year and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2019 performance vested on March 2, 2020. |
| |
(7) | Restricted stock award granted on December 13, 2016. The award vests based on achieving threshold, target or maximum compound annual growth in adjusted EPS, on a constant currency basis, for the years 2017 through 2019, contingent upon the Named Executive Officer’s continued employment on the vesting date. A threshold compound annual growth rate (“CAGR”) of 3% results in vesting of 25% of the award, target CAGR of 5% results in 50% vesting of the award, and maximum CAGR of 7% results in 100% vesting of the award. Based on the performance, 100% of the awards were earned and vested on March 2, 2020. |
| |
(8) | Stock option award granted December 12, 2017. One-third of the remaining unexercisable stock options will vest on each of December 12, 2020, 2021 and 2022, contingent upon the Named Executive Officer's continued employment on the vesting dates. |
| |
(9) | Restricted stock award granted on December 12, 2017. The remaining award will vest one-third for each of the fiscal years 2020 through 2022, contingent upon the achievement of adjusted operating income of $60 million each year and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2019 performance vested on March 2, 2020. |
| |
(10) | Restricted stock award granted on December 13, 2017. The award vests based on achieving threshold, target or maximum compound annual growth in adjusted EPS, on a constant currency basis, for the years 2018 through 2020, contingent upon the Named Executive Officer’s continued employment on the vesting date. A threshold CAGR of 3% results in vesting of 25% of the award, target CAGR of 5% results in 50% vesting of the award, and maximum CAGR of 7% results in 100% vesting of the award. Maximum amounts are reported based on performance to date. |
| |
(11) | Stock option award granted December 12, 2018. One-fourth of the remaining unexercisable stock options will vest on each of December 12, 2020, 2021, 2022 and 2023, contingent upon the Named Executive Officer's continued employment on the vesting dates. |
| |
(12) | Restricted stock award granted on December 12, 2018. The remaining award will vest one-fourth for each of the fiscal years 2020 through 2023, contingent upon the achievement of adjusted operating income of $60 million each year and the Named Executive Officer’s continued employment on the vesting dates. The shares earned based on 2019 performance vested on March 2, 2020. |
| |
(13) | Restricted stock award granted on December 12, 2018. The award vests based on achieving threshold, target or maximum compound annual growth in adjusted EPS, on a constant currency basis, for the years 2018 through 2020, contingent upon the Named Executive Officer’s continued employment on the vesting date. A threshold CAGR of 3% results in vesting of 25% of the award, target CAGR of 5.5% results in 50% vesting of the award, and maximum CAGR of 8% results in 100% vesting of the award. Maximum amounts are reported based on performance to date. |
Option Exercises and Stock Vested for 2019
2021
The following table sets forth certain information concerning options exercised and stock vested for the Named Executive Officers during the fiscal year ended December 31, 2019.
|
| | | | | | | | | | | | | |
| | Option Awards | | Stock Awards |
| Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
| Michael J. Brown | — |
| | $ | — |
| | 20,538 |
| | $ | 2,758,664 |
|
| Rick L. Weller | — |
| | — |
| | 8,493 |
| | 1,140,780 |
|
| Nikos Fountas | 70,755 |
| | 9,771,947 |
| | 5,797 |
| | 778,653 |
|
| Kevin J. Caponecchi | 42,130 |
| | 4,379,126 |
| | 7,111 |
| | 955,150 |
|
| Juan C. Bianchi | 13,850 |
| | 1,869,251 |
| | 5,187 |
| | 696,718 |
|
_________
(1) 2021.
| Option Awards | | Stock Awards |
Name | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise ($)(1) | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) |
Michael J. Brown | 146,279 | | $ | 13,986,798 | | 17,020 | | $ | 2,290,076 |
Rick L. Weller | 73,139 | | 7,410,443 | | 7,540 | | 1,025,307 |
Nikos Fountas | — | | — | | 5,415 | | 723,849 |
Kevin J. Caponecchi | — | | — | | 5,522 | | 740,570 |
Juan C. Bianchi | — | | — | | 5,415 | | 723,849 |
- Market value of underlying securities on the date of exercise, minus the exercise price.
Messrs. Brown, Weller, Caponecchi and Bianchi
Messrs. Brown, Weller, Caponecchi and Bianchi have employment agreements that have substantially the same terms, except with respect to the levels of compensation, and as otherwise discussed below or under “Compensation Tables” above. The agreements with Messrs. Brown and Weller were entered into in October 2003 and were amended and restated in April 2008, principally to bring them
into conformity with the provisions of the Jobs Creation Act of 2004. The agreements with Messrs. Caponecchi and Bianchi were entered into during 2007 in connection with their hiring. Mr. Bianchi's agreement was also amended in April 2008.
The employment agreements have indefinite terms and provide that they may be terminated by the executives at any time upon 60 days’ notice for Messrs. Brown, Weller, and Caponecchi and 30 days' notice for Mr. Bianchi. The agreements may be terminated by Euronet with or without “cause” provided that, in the case of termination due to “cause,” Euronet provides the executive with 14 days’ notice. The agreements define “cause” to mean: (i) conviction of the executive of, or the entry of a plea of guilty or nolo contendere by the executive to, any felony or any misdemeanor involving moral turpitude; (ii) fraud, misappropriation or embezzlement by the executive; (iii) willful failure or gross misconduct in the performance of the executive’s assigned duties; (iv) willful failure by the executive to follow reasonable instructions of any officer to whom the executive reports or the Board of Directors; and (v) the executive’s gross negligence in the performance of his assigned duties. In each case, the employment agreements provide that, in a three-year period following a “change in control,” termination for “cause” is limited to only mean an act of dishonesty by an executive constituting a felony that was intended to or resulted in gain or personal enrichment of the executive at Euronet’s expense. Euronet’s termination of an executive’s employment for cause does not result in separation payments, separation benefits or accelerated or extended vesting of unvested stock option or restricted stock awards.
If Euronet terminates an executive absent cause and prior to a “change in control” as discussed below, the employment agreements provide that Messrs. Brown, Weller, Caponecchi and Bianchi will be entitled to certain severance benefits for a period of 24 months, including the payment of the executive’s then current base salary, the continuation of the vesting and rights to exercise any then outstanding equity-based awards and the continuation of health and life insurance benefits.
In general, voluntary termination by Messrs. Brown, Weller and Caponecchi does not result in separation payments, separation benefits or accelerated or extended vesting of unvested stock options or restricted stock, except under certain circumstances constituting constructive termination. These circumstances include certain changes in conditions of the executives’ employment, such as a significant diminution in responsibilities or salary or a forced relocation. In such circumstances, these executives are entitled to the same severance benefits as if they were terminated by Euronet absent cause, prior to a “change of control.” Voluntary termination by Mr. Bianchi prior to a "change in control" generally entitles Mr. Bianchi to the same severance benefits as a termination absent cause.
The following table summarizes the severance benefits due Messrs. Brown, Weller and Caponecchi upon their termination by Euronet without cause, or their voluntary termination due to their constructive termination, and, in the case of Mr. Bianchi, the severance benefits due upon his termination without cause by Euronet or upon his voluntary termination for any reason as of December 31, 2019:
|
| | | | | | | | | | | | | | | | |
| Name | | Base Salary | | Unvested Equity Comp(1) | | Benefits | | Total |
| Michael J. Brown | | $ | 1,700,000 |
| | $ | 6,909,643 |
| | $ | 29,726 |
| | $ | 8,639,369 |
|
| Rick L. Weller | | 1,000,000 |
| | 4,654,143 |
| | 29,843 |
| | 5,683,986 |
|
| Kevin J. Caponecchi | | 730,000 |
| | 3,406,625 |
| | 31,571 |
| | 4,168,196 |
|
| Juan C. Bianchi | | 800,000 |
| | 3,294,093 |
| | 56,036 |
| | 4,150,129 |
|
__________2021: | |
(1) | Represents value of unvested awards at December 31, 2019 that would become vested upon a termination without cause or constructive termination. For the purpose of this table, we have assumed the following for restricted stock awards and stock option awards that vest based on various performance measurements: (a) an annual increase in adjusted EPS of 15% each year, which represents a reasonable estimate of average annual long-term equity returns, (b) that adjusted operating income will exceed $60 million each year, and (c) that Euronet’s Common Stock price remains at the December 31, 2019 price through the 24-month vesting period. |
Name | | Base Salary | | Unvested Equity Comp(1) | | Benefits | | Total |
Michael J. Brown | | $ | 1,700,000 | | $ | 2,491,297 | | $ | 24,290 | | $ | 4,215,587 |
Rick L. Weller | | 1,000,000 | | 3,199,170 | | 31,268 | | 4,230,438 |
Kevin J. Caponecchi | | 900,000 | | 2,812,682 | | 33,017 | | 3,745,699 |
Juan C. Bianchi | | 900,000 | | 2,812,682 | | 58,908 | | 3,771,590 |
- Represents value of unvested awards at December 31, 2021 that would become vested upon a termination without cause or constructive termination. For the purpose of this table, we have assumed the following for restricted stock awards and stock option awards that vest based on various performance measurements: (a) an annual increase in adjusted EPS of 6% each year, which represents a reasonable estimate of average annual long-term equity returns, (b) that adjusted operating income will exceed $60 million each year, and (c) that Euronet’s Common Stock price remains at the December 31, 2021 price through the 24-month vesting period.
In the event of a “change of control,” all equity incentive awards outstanding held by Messrs. Brown, Weller, Caponecchi and Bianchi will become immediately vested and the term of the employment agreements become fixed at three years from the date of the change of control and they may be terminated without cause only upon payment to the executive of a lump sum within five days of the termination equal to the full amount of base salary that would have been payable during the remaining term of the agreement (or for two years, if the remaining term is less than two years), discounted at a rate of 7.5% per annum. These provisions also apply if the executive resigns for “good reason” following a “change of control.” “Good reason” includes certain changes in conditions of employment, as a result of which the executive can be considered to have been constructively terminated, including a significant diminution in responsibilities or salary or a forced relocation. In general, the employment agreements provide that “change of control” includes: (i) completion of any merger, consolidation or sale of substantially all of our assets and such merger results in our Stockholders immediately prior to the merger holding less than 50% of the surviving entity; (ii) replacement of over 25% of our Directors without the approval of at least 75% of the Directors in office as of the effective date of the employment agreement or of Directors so approved; or (iii) the acquisition by any person or group of persons of 40% or more of the voting rights of our outstanding voting securities.
Assuming a "change in control" occurred on December 31, 2019,2021, the remaining term of the agreement was three years and assuming the amounts due under the change of control provisions outlined above would be paid in a lump sum, the following table summarizes amounts that would have accrued to these Named Executive Officers:
|
| | | | | | | | | | | | | | | | |
| Name | | Base Salary | | Unvested Equity Comp(1) | | Benefits | | Total |
| Michael J. Brown | | $ | 2,277,144 |
| | $ | 17,275,193 |
| | $ | 44,589 |
| | $ | 19,596,926 |
|
| Rick L. Weller | | 1,339,496 |
| | 12,290,675 |
| | 44,765 |
| | 13,674,936 |
|
| Kevin J. Caponecchi | | 977,832 |
| | 9,234,183 |
| | 47,356 |
| | 10,259,371 |
|
| Juan C. Bianchi | | 1,071,597 |
| | 9,110,412 |
| | 84,054 |
| | 10,266,063 |
|
__________
| |
(1) | Represents the value of all unvested equity awards at December 31, 2019. |
Name | | Base Salary | | Unvested Equity Comp(1) | | Benefits | | Total |
Michael J. Brown | | $ | 2,277,144 | | $ | 7,208,271 | | $ | 36,435 | | $ | 9,521,850 |
Rick L. Weller | | 1,339,496 | | 8,172,607 | | 46,902 | | 9,559,005 |
Kevin J. Caponecchi | | 1,205,547 | | 7,642,526 | | 49,525 | | 8,897,598 |
Juan C. Bianchi | | 1,205,547 | | 7,642,526 | | 88,362 | | 8,936,435 |
- Represents the value of all unvested equity awards at December 31, 2021.
The Compensation Committee has considered the above “change of control” provisions in the Named Executive Officers' employment agreements, and determined that the provisions offered to executives by Euronet are reasonable and appropriate.
Additionally, the employment agreements entitle the executives to certain rights to income and excise tax gross-up amounts in the event Section 4999 of the Code, or any similar tax law, applies to the change in control payments. If an executive is entitled to such tax gross-up payments, the gross-up payments will be made either to the executive or directly to the Internal Revenue Service. The gross-up amounts are subject to additional conditions and limitations and exclude excise taxes or other penalties under Section 409A of the Code. Assuming calendar year 20192021 federal and state income rates, a termination without cause or good reason in connection with a change in control, and in the case of Mr. Bianchi, termination without cause or voluntary termination for any reason, each executive officer would have not been entitled to receive any tax gross-up payment as of December 31, 2019.2021.
The Compensation Committee has considered these tax gross-up clauses and has determined that it would not require elimination of such clauses where they appear in existing executive employment agreements. However, in February 2011, the Committee adopted a policy that from that date forward, it would not renew any existing agreements with tax gross-up clauses nor would it grant tax gross-up clauses in new executive employment agreements entered into by the Company.
In the event of the death of an executive officer, with the exception of Mr. Caponecchi who is discussed below, the provisions of our equity award agreements generally provide that all unvested equity awards outstanding shall vest immediately. As of December 31, 2019,2021, the value of unvested equity awards outstanding that would vest in the event of death was $17,275,193$7,208,271 for Mr. Brown, $12,290,675$8,172,607 for Mr. Weller and $9,110,412$7,642,526 for Mr. Bianchi.
In the event of disability of an executive officer, with the exception of Mr. Caponecchi who is discussed below, the employment agreements with Messrs. Brown, Weller and Bianchi provide for the payment of a lump-sum disability benefit equal to 12 months of the current base salary, which as of December 31, 20192021 represented $850,000 for Mr. Brown, $500,000 for Mr. Weller and $400,000$450,000 for Mr. Bianchi. In addition, the provisions of our equity award agreements generally provide that all equity awards outstanding shall vest immediately. As of December 31, 2019,2021, the value of unvested equity awards outstanding that would vest in the event of disability was $17,275,193$7,208,271 for Mr. Brown, $12,290,675$8,172,607 for Mr. Weller and $9,110,412$7,642,526 for Mr. Bianchi. The employment agreements with Messrs. Brown, Weller and Bianchi also provide that the executives’ right to exercise any such awards will continue for a period of 12 months after termination due to disability.
In the event of death or disability of Mr. Caponecchi, his employment agreement provides for a payment of a lump sum benefit equal to 24 months of the current base salary, which as of December 31, 20192021 represented a total of
$730,000.$900,000. Mr. Caponecchi’s employment agreement also stipulates that all unvested equity incentive awards shall vest immediately, which represents $9,234,183$7,642,526 as of December 31, 2019.2021. The stock options will remain exercisable pursuant to their terms after the death or disability of Mr. Caponecchi.Messrs. Brown, Weller, Caponecchi and Bianchi must not disclose confidential information during the term of the employment agreements and following termination. Each of the agreements includes a restriction on the ability of the executive to compete with Euronet or solicit our employees during the severance period following termination. Any severance payments are conditioned on the executive officer complying with these restrictions.
Mr. Fountas entered into a new employment agreement in May 2018 as part of his relocation to the U.K. His employment agreement is governed by English law.
Mr. Fountas’ employment agreement has an indefinite term and provides that it may be terminated by Mr. Fountas at any time upon 90 days’ notice. Mr. Fountas’ employment agreement may be terminated by Euronet with 24 months’ notice except in connection with
the following circumstances (“cause”) for which no notice is required: (i) any material breach or non-observance of Mr. Fountas’ duties; (ii) any act of fraud, misappropriation or embezzlement in connection with Mr. Fountas’ employment; (iii) conviction of a criminal offence (excluding certain road traffic violations), (iv) willful failure to follow any reasonable instructions of the Board or any Euronet officer to whom Mr. Fountas reports; or (v) any gross negligence or gross misconduct in the performance of Mr. Fountas’ assigned duties.
If Euronet terminates Mr. Fountas absent “cause” as described above and prior to a “change in control” as discussed below and without the required 24 months prior notice, Mr. Fountas’ employment agreements provides that he will be entitled to receive a sum in lieu of notice, either as a lump sum or in 24 equal monthly installments in arrears, equivalent to the fixed salary provided under the agreement, which Mr. Fountas would have been entitled during the 24 month notice period, or if notice has already been given, during any unexpired period of notice (the “Unexpired Notice Period”); provided, however, that Euronet’s obligation to make any further payments ceases if Mr. Fountas commences new employment during the Unexpired Notice Period. In addition, Mr. Fountas will be entitled to the continuation of the vesting and rights to exercise any then outstanding equity-based awards during the Unexpired Notice Period.
The following table summarizes the severance benefits due Mr. Fountas upon his termination by Euronet without “cause” and prior to a “change in control” as of December 31, 2018,2021, assuming no notice was given prior to such termination:
|
| | | | | | | | | | | | | | | | |
| Name | | Base Salary(1) | | Unvested Equity Comp(2) | | Benefits | | Total |
| Nikos Fountas | | $ | 842,820 |
| | $ | 3,294,093 |
| | $ | — |
| | $ | 4,136,913 |
|
Name | | Base Salary(1) | | Unvested Equity Comp(2) | | Benefits | | Total |
Nikos Fountas | | $ | 958,230 | | $ | 2,812,682 | | | $ | — | | $ | 3,770,912 |
- Mr. Fountas' employment agreement provides for payments in British pounds and the U.S. dollar amounts disclosed for salary and benefits were converted using an annual average foreign currency exchange rate of $1.3755 per pound for the year ended December 31, 2021. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs.
- Represents the value of all unvested equity awards at December 31, 2021 that would become vested upon a termination without cause or constructive termination. For the purpose of this table, we have assumed the following for restricted stock awards that vest based on various performance measurements: (a) an annual increase in adjusted EPS of 6% each year, which represents a reasonable estimate of average annual long-term equity returns, (b) that adjusted operating income will exceed $60 million each year, and (c) that Euronet’s
__________ Common Stock price remains at the December 31, 2021 price through the 24-month vesting period.
| |
(1) | Mr. Fountas' employment agreement provides for payments in British pounds and the U.S. dollar amounts disclosed for salary and benefits were converted using an annual average foreign currency exchange rate of $1.28 per pound for the year ended December 31, 2019. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs. |
| |
(2) | Represents the value of all unvested equity awards at December 31, 2019 that would become vested upon a termination without cause or constructive termination. For the purpose of this table, we have assumed the following for restricted stock awards that vest based on various performance measurements: (a) an annual increase in adjusted EPS of 15% each year, which represents a reasonable estimate of average annual long-term equity returns, (b) that adjusted operating income will exceed $60 million each year, and (c) that Euronet’s Common Stock price remains at the December 31, 2019 price through the 24-month vesting period. |
In the event of a “change of control,” all equity awards outstanding held by Mr. Fountas will become immediately vested. In the event Mr. Fountas is terminated for any reason within one year of a "change of control," he will be entitled to a lump sum equal to the present value (discounted at a rate of 7.5%) of the amount of base salary for the 24 month notice period plus an additional amount equal to the present value (discounted at a rate of 7.5%) of the amount of base salary that he would have been entitled to during the one year after the "change in control” less any period of such year that he was employed by Euronet.
Assuming a "change in control" occurred on December 31, 2019,2021, and Mr. Fountas’ employment with Euronet was terminated on that date, the following table summarizes amounts that would have accrued to Mr. Fountas:
|
| | | | | | | | | | | | |
| Name | | Base Salary(1) | | Unvested Equity Comp(2) | | Total |
| Nikos Fountas | | $ | 1,185,174 |
| | $ | 9,110,412 |
| | $ | 10,295,586 |
|
__________
| |
(1) | Mr. Fountas' employment agreement provides for payments in British pounds and the U.S. dollar amounts disclosed for salary and benefits were converted using the foreign currency exchange rate of $1.28 per pound as of December 31, 2019. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs. |
| |
(2) | Represents the value of all unvested equity awards at December 31, 2019. |
Name | | Base Salary(1) | | Unvested Equity Comp(2) | | Total |
Nikos Fountas | | $ | 1,347,464 | | $ | 7,642,526 | | | $ | 8,980,990 |
- Mr. Fountas' employment agreement provides for payments in British pounds and the U.S. dollar amounts disclosed for salary and benefits were converted using the foreign currency exchange rate of $1.3755 per pound as of December 31, 2021. Restricted stock and option awards are valued in U.S. dollars; therefore, no foreign currency conversion occurs.
- Represents the value of all unvested equity awards at December 31, 2021.
The Compensation Committee has considered the above “change of control” provisions in Mr. Fountas’ employment agreement, and determined that the provisions offered to Mr. Fountas by Euronet are reasonable and appropriate.
Under Mr. Fountas’ employment agreement, Euronet may terminate Mr. Fountas' employment immediately by written notice at any time if Mr. Fountas suffers an illness or injury which has caused Mr. Fountas to be incapable of effectively performing his role on a permanent or long-term basis. Mr. Fountas will be entitled to payment of his base salary for 12 months ($421,410)479,115), and the continuation of the vesting and rights to exercise any then outstanding equity-based awards for a period of 12 months, which as of December 31, 20192021 represented a total of $1,493,569.
$2,625,273.During the first four years of Mr. Fountas’ employment agreement, Euronet will contribute on a monthly basis to a personal pension plan for Mr. Fountas an amount equal to 10% per centpercent of his base salary, up to a maximum aggregate contribution by Euronet of £110,000, or such greater amount as may be determined by the Company from time to time.
Mr. Fountas must not disclose confidential information during the term of his employment agreement and following termination. His agreement includes a restriction on his ability to compete with Euronet for a period of 24 months after the termination of his employment. Any severance payments are conditioned on Mr. Fountas complying with these restrictions.
The Company's compensation and benefits philosophy and the overall structure of its compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to the Company's success. Euronet strives to ensure the pay of every employee reflects the level of their job impact and responsibilities and is competitive within the Company's peer group. Compensation rates are benchmarked and set to be market-competitive in the country in which the jobs are performed. Euronet's ongoing commitment to pay equity is critical to its success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Euronet employs over 7,7008,800 people in more than 50 countries.
The ratio of the 20192021 total annual compensation of the CEO to that of the median of the Company's other employees was 347:1.
401:1.The median employee was identified by using the annual base salary of all employees as of December 31, 2019.2021. Amounts stated in foreign currency were converted into U.S. dollars at the average 20192021 foreign currency exchange rate. Annual base salary was the compensation measure used as it was the measure which was universally, consistently and reliably available in our employee information system. Total annual compensation was not used because it could not be efficiently and reliably obtained for every employee as our employees work in more than 50 countries using myriad payroll systems. However, our assessment is the exclusion of compensation elements other than base salary does not materially affect the identification of the median employee.
For 2019,2021, the annual total compensation of the median employee was $24,230$29,102 and the annual total compensation of our CEO was $8,415,773.$11,680,872. The total annual compensation of the median employee was determined on the same basis as that of the CEO. No cost-of-living adjustment was made.
Shares Issuable under ApprovalStockholder Approved Plans
The table below sets forth information with respect to shares of Common Stock that may be issued under our equity compensation plans as of December 31, 2019.2021.
| | (a) | | (b) | | (c) |
Plan category | |
Number of Securities to be
Issued Upon Exercise of Outstanding
Options and Rights
| | Weighted Average
Exercise Price of
Outstanding Options and Rights (1) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation
Plans (Excluding Securities Reflected in Column (a))(2) |
Equity compensation plans approved by security holders: | | | | | | 5,830,081 | |
Stock option awards | | 4,309,201 | | $ | 102.19 | | |
Restricted stock unit awards | | 535,104 | | — | | |
Equity compensation plans not approved by security holders | | — | | — | | — | |
Total | | 4,844,305 | | $ | 102.19 | | 5,380,081 | |
- The weighted average exercise price in this column does not take into account the restricted stock unit awards.
- Included in this column is 0.2 million shares remaining under our employee stock purchase plan. During 2021, Euronet issued 20,676 shares to employees under the employee stock purchase plan.
|
| | | | | | | | | | |
| | | (a) | | (b) | | (c) |
| Plan category | |
Number of Securities to be
Issued Upon Exercise of Outstanding
Options and Rights | | Weighted Average
Exercise Price of
Outstanding Options and Rights (1) | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation
Plans (Excluding Securities Reflected in Column (a))(2) |
| Equity compensation plans approved by security holders: | | | | | | 2,388,186 |
|
| Stock option awards | | 3,015,775 |
| | $ | 81.29 |
| | |
| Restricted stock unit awards | | 493,948 |
| | — |
| | |
| Equity compensation plans not approved by security holders | | — |
| | — |
| | — |
|
| Total | | 3,509,723 |
| | $ | 81.29 |
| | 2,388,186 |
|
____________________________
| |
(1) | The weighted average exercise price in this column does not take into account the restricted stock unit awards.45 |
| |
(2) | Included in this column is 0.2 million shares remaining under our employee stock purchase plan. During 2019, Euronet issued 16,713 shares to employees under the employee stock purchase plan. |
DIRECTOR COMPENSATION
In 2019,2021, non-management Directors received $225,000 annually for serving on the Board. The Board fee consistsconsisted of annual cash compensation in the amount of $100,000 paid at the beginning of the term and common stock valued at $125,000 that is granted on the date of our annual meeting of Stockholders and vests immediately. Non-management Directors received additional annual compensation for serving in certain Board leadership roles as follows: (i) the Lead Independent Director received cash compensation of $30,000, (ii) the Chairperson of the Audit Committee received cash compensation of $20,000, (iii) the Chairman of the Compensation Committee received cash compensation of $15,000, and (iv) the Chairman of the Nominating and Corporate Governance Committee received cash compensation of $12,500. Non-management Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities.
In February 2022, the Board accepted the compensation consultant's recommendation to increase the stock portion of Board fees to $150,000 and to increase the cash compensation for the Audit, Compensation and Nominating and Corporate Governance chairs to $25,000, $20,000 and $15,000, respectively, to be paid at the May 2022 Annual Shareholder Meeting. Moreover, consistent with the Board's practice of holding meaningful value in the Company's stock, we accepted the compensation consultant's recommendation to allow Board members, at their option, to receive the cash portion of their compensation in stock.
We believe that the compensation paid to non-management Directors in 20192021 was appropriate and was properly weighted between cash and equity.
appropriate.During 2019,2021, in addition to reimbursement of out-of-pocket expenses, each non-management Director was compensated as summarized in the table below:
Director Compensation for 20192021
Name | | Fees Earned or Paid in Cash | | Stock Awards(5) | | Total |
| Thomas A. McDonnell (1) | | $ | 130,000 | | | $ | 125,000 | | | $ | 255,000 | |
M. Jeannine Strandjord (2) | | 120,000 | | | 125,000 | | | 245,000 | |
Andrew B. Schmitt (3) | | 115,000 | | | 125,000 | | | 240,000 | |
| Paul S. Althasen (4) | | 112,500 | | | 125,000 | | | 237,500 | |
Michael N. Frumkin | | 100,000 | | | 125,000 | | | 225,000 | |
| Dr. Andrzej Olechowski | | 100,000 | | | 125,000 | | | 225,000 | |
Mark R. Callegari | | 100,000 | | | 125,000 | | | 225,000 | |
- Includes $30,000 in cash for his role as Lead Independent Director.
- Includes $20,000 in cash for her role as Chairperson of the Audit Committee.
- Includes $15,000 in cash for his role as Chairman of the Compensation Committee.
- Includes $12,500 in cash for his role as Chairman of the Nominating and Corporate Governance Committee.
- The stock awards granted to Directors as compensation vest immediately on the grant date. For 2021, the value per share at the grant date (May 18, 2021, the date of last year's annual meeting) was $142.21 per share for each non-management Director. The aggregate grant date fair value is computed in accordance with FASB Accounting Standards Codification Topic 718.
|
| | | | | | | | | | | | |
| Name | | Fees Earned or Paid in Cash | | Stock Awards(5) | | Total |
| M. Jeannine Strandjord(1) | | $ | 120,000 |
| | $ | 125,000 |
| | $ | 245,000 |
|
| Thomas A. McDonnell(2) | | 130,000 |
| | 125,000 |
| | 255,000 |
|
| Andrew B. Schmitt(3) | | 115,000 |
| | 125,000 |
| | 240,000 |
|
| Dr. Andrzej Olechowski | | 100,000 |
| | 125,000 |
| | 225,000 |
|
| Eriberto R. Scocimara(4) | | 112,500 |
| | 125,000 |
| | 237,500 |
|
| Paul S. Althasen | | 100,000 |
| | 125,000 |
| | 225,000 |
|
| Mark R. Callegari | | 100,000 |
| | 125,000 |
| | 225,000 |
|
__________
| |
(1) | Includes $20,000 in cash compensation for her role as Chairperson of the Audit Committee. |
| |
(2) | Includes $30,000 in cash compensation for his role as Lead Independent Director. |
| |
(3) | Includes $15,000 in cash compensation for his role as Chairman of the Compensation Committee. |
| |
(4) | Includes $12,500 in cash compensation for his role as Chairman of the Nominating and Corporate Governance Committee. |
| |
(5) | The stock awards granted to Directors as compensation vest immediately on the grant date. For 2019, the value per share at the grant date was $156.14 per share, for a total grant date fair value of $125,000 for each non-management Director. The aggregate grant date fair value is computed in accordance with FASB Accounting Standards Codification Topic 718. |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the persons who served on the Company’s Compensation Committee during the last completed fiscal year (Thomas A. McDonnell, M. Jeannine Strandjord, Andrzej Olechowski, Andrew B. Schmitt, Eriberto R. Scocimara, Mark R. Callegari and Paul S. Althasen) (i) during the last three fiscal years, was an officer or employee of the Company; or (ii) had any relationship requiring disclosure under Item 404 of Regulation S-K.
None of the Company’s executive officers, during the last completed fiscal year, served as a (i) member of the compensation committee (or equivalent) of another entity, one of whose executive officers served on the Company’s Compensation Committee; (ii) director of another entity, one of whose executive officers served on the Company’s Compensation Committee; or (iii) member of the compensation committee (or equivalent) of another entity, one of whose executive officers served as the Company’s Director.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
On January 1, 2014, we entered into a Non-Continuous Aircraft Dry Lease (the "M+M Lease") with M+M X, LLC, a company that is owned by our Chief Executive Officer, President and Chairman of the Board of Directors, Mr. Brown. The M+M Lease makes a Cessna Model 750 aircraft available to Euronet for transportation of executives for up to 110 hours per year, with no minimum usage requirements, in consideration of payment of a fee of $3,611.00 per hour. The Audit Committee of the Board examined the M+M Lease and determined that those terms were fair to Euronet. The total amount paid to M+M X, LLC under the lease agreement during the year 20192021 was $0.3$0.1 million.
In June 2014, we entered into an ATM operating agreement (“ATM Agreement”) with Rontec Ltd., a U.K. company in which Mr. Gerald Ronson, CBE, holds a majority of the shares. Mr. Ronson is the father-in-law of Paul Althasen, one of the Company's Directors. This is a commercial agreement under which we lease ATM sites from Rontec Ltd. at rates which we consider to be competitive commercial rates. We paid $50 thousand under this agreement in 2019. The Audit Committee of the Board considered the terms of the ATM Agreement and determined that the terms of the arrangement were fair to Euronet.
Our Code of Conduct provides that no related party transaction that would require disclosure under the U.S. securities laws may be consummated or continued unless the transaction is approved or ratified by the Audit Committee. In determining whether to approve or ratify a related party transaction, the Audit Committee will take into account, among other factors it deems appropriate, whether the related party transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. The M+M Lease and the ATM Agreement, were eachwas ratified by the Audit Committee in accordance with this policy.
All of our Directors, with the exception of Mr. Brown, are independent under the listing standards of The Nasdaq Stock Market LLC.
Report of the Audit Committee
The Audit Committee reviewed and discussed Euronet’s audited consolidated financial statements for fiscal year 20192021 with management. The Audit Committee has also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (PCAOB) and the SEC.
The Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.
Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that Euronet’s audited consolidated financial statements be included in the Annual Report on Form 10-K for the year ended December 31, 20192021 for filing with the Securities and Exchange Commission.
M. Jeannine Strandjord, Chair
Eriberto R. Scocimara
The Audit Committee Report 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.
Fees of the Company’s Independent Auditors
KPMG LLP served as Euronet’s independent registered public accounting firm as of and for the year ended December 31, 2019.2021. As such, KPMG LLP performed professional services in connection with the audit of the consolidated financial statements of Euronet and the review of reports filed with the SEC, and performed an audit of the effectiveness of our internal control over financial reporting as of December 31, 2019.2021.
Audit fees for financial statement audits were $2,556,049$2,854,105 during 20192021 and $2,806,313$2,741,462 during 2018.2020. Audit fees include fees for services performed to comply with the standards of the Public Company Accounting Oversight Board (United States) and Generally Accepted Auditing Standards, including the recurring audit of Euronet’s consolidated financial statements and fees related to the audit of the effectiveness of our internal control over financial reporting as required by the Sarbanes-Oxley Act of 2002. This category also includes fees for audits provided in connection with integrated audits and statutory filings, comfort letters, consents and assistance with and review of documents filed with the SEC.
Audit-related fees were $240,800 during 2021 compared to $220,956 during 2019 and $158,568 during 2018.2020. This category includes fees related to reporting on controls at a service organization, assistance in financial due diligence related to mergers and acquisitions, consultations regarding Generally Accepted Accounting Principles, reviews and evaluations of the impact of new regulatory pronouncements, general assistance with implementation of new SEC guidance, audit services not required by statute or regulation and other attest services.
TaxThere were no tax fees were $32,250 during 20192021 and $60,472$75,600 during 2018.2020. This category includes fees associated with tax compliance and other services related to tax disclosure and filing requirements.
No other fees were paid to KPMG LLP during both 20192021 and 2018.
2020.The Audit Committee has concluded that the provision by KPMG LLP of the services described under the captions “Audit-Related Fees,” “Tax Fees” and “All Other Fees” above is compatible with maintaining the independence of KPMG LLP.
Audit Committee Pre-Approval Policy
The Audit Committee has adopted policies that prohibit us from engaging our independent registered public accounting firm to perform any service that the independent registered public accounting firm is prohibited by the securities laws from providing. Such procedures require the Audit Committee to pre-approve or reject any audit or non-audit services. The Chairperson, with the assistance of Euronet’s Chief Financial Officer, presents and describes at regularly scheduled Audit Committee meetings all services that are subject to pre-approval. The authority to pre-approve permitted services may be delegated to one or more members of the Audit Committee and pre-approval may be granted between meetings, as long as any such pre-approval of services is presented to the full Audit Committee at its next scheduled meeting. The Audit Committee regularly examines whether the fees for auditor services exceed estimates.
The Audit Committee pre-approved all services that KPMG LLP rendered to Euronet for 2019.2021.
OTHER MATTERS
The Board knows of no other business which may come before the Annual Meeting. If, however, any other matters are properly presented at the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote, or otherwise act, in accordance with their judgment on such matters.
If you and other residents at your mailing address own shares in street name, your broker, bank or other nominee may have sent you a notice that your household will receive only one Annual Report and Proxy Statement for each company in which you hold shares through that broker, bank or nominee. This practice is called “householding.” If you did not respond that you did not want to participate in householding, you are deemed to have consented to that process. If these procedures apply to you, your broker, bank or other nominee will have sent one copy of the Notice and, if applicable, our Annual Report to Stockholders and Proxy Statement to your address. You may revoke your consent to householding at any time by contacting your broker, bank or other nominee. If you did not receive an individual copy of the Notice and, if applicable, our Annual Report to Stockholders and/or Proxy Statement, we will send copies to you if you contact us by writing to the Secretary of Euronet, 3500 College Boulevard,11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211 or by calling (913) 327-4200. If you and other residents at your address have been receiving multiple copies of the Notice and, if applicable, our Annual Report to Stockholders and Proxy Statement and desire to receive only a single copy of these materials, you may contact your broker, bank or other nominee or contact us at the above address or telephone number.
Proposals for Inclusion in Euronet’s Proxy Statement
You may submit proposals for consideration at future Stockholder meetings. For a Stockholder proposal to be considered for inclusion in Euronet’s Proxy Statement for the annual Stockholder meeting next year, the Secretary must receive the written proposal at our principal executive offices no later than December 11, 2020.9, 2022. Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:
3500 College Blvd.
11400 Tomahawk Creek Parkway, Suite 300
Leawood, Kansas 66211
If Euronet intends to exclude such a Stockholder proposal from its Proxy Statement, it must file its reasons with the SEC no later than 80 calendar days before the filing date of its definitive Proxy Statement and simultaneously provide the Stockholder with a copy of Euronet’s submission.
Proposals Not Intended for Inclusion in Euronet’s Proxy Statement
For a Stockholder proposal that is not intended to be included in Euronet’s Proxy Statement for the annual meeting next year under Rule 14a-8, the Stockholder must provide the information required by our Bylaws and give timely notice to the Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Secretary:
- not earlier than the close of business on January
21, 2021;18, 2023; and
19, 2021.17, 2023.If the date of the Stockholder meeting is moved more than 30 days before or 60 days after the anniversary of Euronet’s Annual Meeting for 2020,2022, then notice of a Stockholder proposal that is not intended to be included in Euronet’s Proxy Statement
under Rule 14a-8 must be received not earlier than the close of business 120 days prior to the meeting and not later than the close of business 90 days prior to the meeting, or if later, the tenth day following the day on which the notice of the annual meeting was first publicly disclosed.
Recommendations or Nominations of Individuals to Serve as Directors
You may propose Director candidates for consideration by the Board’s Nominating & Corporate Governance Committee. Any such written recommendations should include: (a) the name of the proposing stockholder and proof of ownership of the Company’s common stock; (b) consents signed by the potential Director candidate and the proposing stockholder authorizing the Company to conduct a background check on the potential Director candidate and to disclose the information provided in the recommendation in its proxy materials or otherwise; (c) supporting information regarding the potential Director candidate; and (d) such other information required by our Bylaws.
You may send a proposed Director candidate’s name and other required information to the Board at anytime. Generally, such proposed candidates are considered at the Board meeting prior to the next annual meeting subject to the advance notice provisions in our Bylaws.
Deadline to Propose or Nominate Individuals to Serve as Directors
Our Bylaws permit Stockholders to nominate Directors for election at an annual Stockholder meeting. To nominate a Director, the Stockholder must deliver the information required by our Bylaws.
To nominate an individual for election at the 20212023 Annual Meeting, the Stockholder must give timely notice to the Secretary in accordance with our Bylaws, which, in general, require that the notice be received by the Secretary between the close of business on January 21, 202118, 2023 and the close of business on February 19, 2021,17, 2023, unless the date of the Stockholder meeting is moved more than 30 days before or 60 days after the anniversary of our Annual Meeting for 2020,2022, then the nomination must be received not earlier than the close of business 120 days prior to the meeting and not later than the close of business 90 days prior to the meeting or, if later, the tenth day following the day on which the 20212023 Annual Meeting was first publicly disclosed.
Rule 14a-19
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules, Stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 29, 2023.
Availability of Euronet’s Bylaws
You may contact the Secretary at our principal executive offices for a copy of the relevant Bylaw provisions regarding the requirements for making Stockholder proposals and nominating Director candidates. A copy of our Amended and Restated Bylaws is filed as Exhibit 3.2 to our Current Report on Form 8-K filed on February 28, 2017.
|
| |
| |
| By Order of the Board, | |
 | |
|
|
Scott D. Claassen | Michael J. Brown |
General Counsel and Secretary | Chairman, Chief Executive Officer and
President
|
April 8, 2022
APPENDIX A
Reconciliation of Non-GAAP Measures
Adjusted operating income, adjusted EPS, revenue on a constant currency basis, adjusted operating income toon a constant currency basis, and adjusted EPS toon a constant currency basis are non-GAAP financial measures that exclude certain items noted below. However, we believe investors should consider these measures as they are indicative of our ongoing performance and reflect how management evaluates our operational results and trends.
Reconciliation of Net Income to Operating Income and Adjusted Operating Income |
(in millions) |
| | Year ended December 31, | | |
| | 2021 | | 2020 | | % Change |
Net (loss) income | | $ | 70.5 | | $ | (3.3) | | |
Add: Income tax expense | | 65.1 | | 11.5 | | |
Add: Total other expense, net | | 48.4 | | 38.4 | | |
Operating income | | $ | 184.0 | | $ | 46.6 | | |
Add: Goodwill and acquired intangible assets impairment | | — | | 106.6 | | |
Add: Contract asset impairment | | 38.6 | | — | | |
Adjusted operating income | | $ | 222.6 | | $ | 153.2 | | 45% |
Impact of foreign currency | | (5.0) | |
| | (3%) |
Constant currency adjusted operating income | | $ | 217.6 | | |
| | 42% |
|
|
|
|
|
|
|
|
| Reconciliation of revenue on a constant currency basis |
|
|
|
|
|
|
|
| (in millions) |
|
|
|
|
|
|
|
|
| Year ended December 31, |
|
|
|
| 2021 |
| 2020 |
| % Change |
| Revenue |
| $ | 2,995.5 |
| $ | 2,482.7 |
| 21% |
| Less: Estimated foreign currency impact |
|
| (64.9) |
|
|
| (3%) |
| Revenue on a constant currency basis |
| $ | 2,930.6 |
|
|
|
| 18% |
Reconciliation of Adjusted Earnings per Share (EPS) |
(in millions, except share and per share data) |
| | Year ended December 31, | | |
| | 2021 | | 2020 | | % Change |
Net (loss) income attributable to Euronet Worldwide, Inc. | | $ | 70.7 | | $ | (3.4) | | |
Foreign currency exchange loss | | 10.8 | | 3.8 | | |
Acquired intangible asset amortization | | 23.1 | | 22.9 | | |
Share-based compensation | | 36.6 | | 22.0 | | |
Contract asset impairment | | 38.6 | | — | | |
Impairment of goodwill and acquired intangible assets | | — | | 106.6 | | |
Non-cash interest accretion | | 16.0 | | 15.3 | | |
Income tax effect of above adjustments | | (13.8) | | (7.2) | | |
Non-cash GAAP tax expense (benefit) | | 16.4 | | (8.3) | | |
Adjusted earnings | | $ | 198.4 | | $ | 151.7 | | |
Adjusted earnings per share - diluted | | $ | 3.69 | | $ | 2.82 | | 31% |
| | | | | | |
Diluted weighted average shares outstanding (GAAP) | | 53,529,576 | | 52,659,551 | | |
| Effect of anti-dilutive shares not included in GAAP calculation |
| — |
| 964,866 |
|
|
Effect of conversion of convertible debentures | | — | | — | | |
Effect of unrecognized share-based compensation on diluted shares outstanding | | 246,198 | | 192,876 | | |
Adjusted diluted weighted average shares outstanding | | 53,775,774 | | 53,817,293 | | |
|
| | | | | | | | | | | |
| Reconciliation of Net Income to Operating Income and Adjusted Operating Income |
| (in millions) |
| | | Year ended December 31, | | |
| | | 2019 | | 2018 | | Growth |
| Net income | | $ | 346.7 |
| | $ | 232.0 |
| | |
| Add: Income tax expense | | 87.2 |
| | 62.8 |
| | |
| Add: Total other expense, net | | 41.3 |
| | 63.2 |
| | |
| Operating income | | $ | 475.2 |
| | $ | 358.0 |
| |
|
|
| Add: Intangible amortization | | 20.4 |
| | 22.6 |
| |
|
|
| Add: Share-based compensation | | 21.5 |
| | 16.7 |
| | |
| Add: Goodwill and intangible assets impairment | | — |
| | 7.0 |
| | |
| Add: Post-acquisition charge | | (1.3 | ) | | 6.6 |
| | |
| Add: Loss on early retirement of debt | | 9.8 |
| | — |
| |
|
|
| Adjusted operating income | | $ | 525.6 |
| | $ | 410.9 |
| | 28 | % |
| Impact of foreign currency | | | | | | 6 | % |
| Constant currency adjusted operating income growth | | | | | | 34 | % |
| |
| Reconciliation of Adjusted Earnings per Share (EPS) |
| (in millions, except share and per share data) |
| | | Year ended December 31, | | |
| | | 2019 | | 2018 | | Growth |
| Net income attributable to Euronet Worldwide, Inc. | | $ | 346.8 |
| | $ | 232.8 |
| | |
| Foreign currency exchange loss (gain) | | (2.7 | ) | | 26.7 |
| | |
| Intangible asset amortization | | 20.4 |
| | 22.6 |
| | |
| Share-based compensation | | 21.5 |
| | 16.7 |
| | |
| Loss on early retirement of debt | | 9.8 |
| | — |
| | |
| Post acquisition adjustment | | (1.3 | ) | | 6.6 |
| | |
| Goodwill and acquired intangible assets impairment | | — |
| | 7.0 |
| | |
| Income tax effect of above adjustments | | (4.9 | ) | | (11.7 | ) | | |
| Non-cash interest accretion | | 16.2 |
| | 11.5 |
| | |
| U.S. tax reform impact | | (25.7 | ) | | (12.3 | ) | | |
| Non-cash GAAP tax expense (benefit) | | 12.9 |
| | 3.4 |
| | |
| Adjusted earnings | | $ | 393.0 |
| | $ | 303.3 |
| | |
| Adjusted earnings per share - diluted | | $ | 7.01 |
| | $ | 5.53 |
| | 27 | % |
| Impact of foreign currency | | (0.05 | ) | | | | (1 | )% |
| Constant currency adjusted EPS | | $ | 6.96 |
| | | | 26 | % |
| | | | | | | |
| Diluted weighted average shares outstanding (GAAP) | | 54,913,887 |
| | 54,627,747 |
| | |
| Effect of conversion of convertible debentures | | 933,090 |
| | — |
| | |
| Effect of unrecognized share-based compensation on diluted shares outstanding | | 243,177 |
| | 258,149 |
| | |
| Adjusted diluted weighted average shares outstanding | | 56,090,154 |
| | 54,885,896 |
| | |
