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


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GraphicsGraphics
EURONET WORLDWIDE, INC.
11400 TOMAHAWK CREEK PARKWAY, SUITE 300
LEAWOOD, KANSAS 66211
913-327-4200

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 20222023
Euronet Worldwide, Inc., a Delaware corporation (“Euronet,” the “Company,” “we” or “us”), will hold the Annual Meeting of our Stockholdersstockholders (“Annual Meeting”) on Wednesday,Thursday, May 18, 20222023 at 1:00 p.m. (Central time) at Euronet's corporate headquarters at 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211, USA, to consider and vote upon the following matters:
1. Election of the Company’s threetwo nominees for Director, each to serve a three-year term expiring upon the 20252026 Annual Meeting or until a successor is duly elected and qualified;

2. Ratification of the appointment of KPMG LLP as Euronet’s independent registered public accounting firm for the year ending December 31, 2022;
2023;
3. Advisory vote to approve executive compensation; 
4. Advisory vote on the frequency of stockholder vote on executive officers; and
4.
5. Consideration of such other business as may properly come before the meeting or any adjournment of the meeting.
Our Board of Directors has fixed the close of business on March 22, 2022,20, 2023, as the record date for the determination of Stockholdersstockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment of the meeting.


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

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

Graphics

Scott D. Claassen
General Counsel and Secretary
April 8, 20227, 2023

2




EURONET WORLDWIDE, INC.

11400 TOMAHAWK CREEK PARKWAY, SUITE 300

LEAWOOD, KANSAS 66211

913-327-4200

PROXY STATEMENT

TABLE OF CONTENTS

​​​​

Table of Content

Page

Number

20222023 PROXY STATEMENT - SUMMARY4
GENERAL INFORMATION6
CORPORATE RESPONSIBILITY & SUSTAINABILITY AT EURONET89
BENEFICIAL OWNERSHIP OF COMMON STOCK1214
CORPORATE GOVERNANCE1316
PROPOSAL 1 - ELECTION OF DIRECTORS1921
PROPOSAL 2 - RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 202220232225
PROPOSAL 3 - ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION2225
PROPOSAL 4 - ADVISORY VOTE ON FREQUENCY OF VOTE ON EXECUTIVE COMPENSATION26
COMPENSATION DISCUSSION AND ANALYSIS2327
COMPENSATION COMMITTEE REPORT3339
COMPENSATION TABLES3440
DIRECTOR COMPENSATION4656
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION4656
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE4757
AUDIT MATTERS4757
OTHER MATTERS4859
APPENDIX A5061


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20222023 PROXY STATEMENT STATEMENT - SUMMARY


April 8, 20227, 2023


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


GENERAL INFORMATION (see pages6 - 8)8)

Meeting: Annual Meeting of Stockholdersstockholders

Date: Wednesday,Thursday, May 18, 20222023

Time: 1:00 p.m., Central

Location: Euronet Worldwide, Inc., 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211

Record Date: March 22, 202220, 2023

Mailing Date: The notice regarding the availability of proxy materials was first mailed to Stockholdersstockholders on or about April 8, 20227, 2023

Stock Symbol: EEFT

Exchange: NASDAQ

Common Stock Outstanding: 51,181,04449,893,760 shares

State of Incorporation: Delaware

Year of Incorporation: 1996

Public Company Since: 1997

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

Corporate Website: www.euronetworldwide.com

Investor Relations Website: ir.euronetworldwide.com

Annual Report: ir.euronetworldwide.com/financial-information/annual-reports

 

EXECUTIVE COMPENSATION(see pages 2227 - 45)55)

CEO: Michael J. Brown (age 65;66; CEO since July 1994)

CEO 20212022 Total Direct Compensation:

Base Salary: $850,000

Annual Performance Bonus: $1,683,000$2.550,000

Long-Term Incentives: $9,135,727$10,404,239

 

CORPORATE GOVERNANCE (see pages 1316 - 18)21)

Director Nominees: 32

Director Term: Three years

Director Election Standard: Majority of votes cast

Board Meetings in 20212022: 4

Standing Board Committees (Meetings in 2021)2022):

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

Corporate Governance Materials:

ir.euronetworldwide.com/corporate-governance/management

Board Communication:

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


4



OTHER ITEMS TO BE VOTED ON (see pages 19 21 - 23)26)

 

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

Advisory Vote to Approve Named ExecutiveOfficer Compensation
Advisory Vote on Frequency of Stockholder Vote on Executive Compensation

 

VOTING GUIDELINES

What am I being asked to vote on?

 

How does the

Board of

Directors

recommend I

vote?

 

On which pages

of this Proxy

Statement can I

read more

information

before I vote?

Election of Michael J. BrownDr. Andrzej Olechowski as a Director

 

FOR

 

1921 - 2124

Election of Andrew B. SchmittLigia Torres Fentanes as a Director

 

FOR

 

1921 - 2124

Election of M. Jeannine Strandjord as a Director

FOR

19 - 21

Ratification of Appointment of Independent Registered Public Accounting Firm

 

FOR

 

2225

Advisory Vote to Approve Named Executive Officer Compensation

 

FOR

 

22

Advisory Vote on Frequency of Stockholder Vote on Executive Compensation

1 Year

22 - 23

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GENERAL INFORMATION



Euronethas made these materials available to you on the internet or, upon your request, has delivered printed versions of these materials to you by mail in connection with the solicitation of proxies by our Board of Directors (the “Board”), for use at the Annual Meeting of Stockholdersstockholders to be held on Wednesday, Thursday, May 18, 20222023, at 1:00 p.m. (Central time) at our corporate headquarters at 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211, USA.


Stockholders Entitled to Vote



Stockholders at the close of business onMarch 22, 2022 (the20, 2023(the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting. The Stockholdersstockholders will be entitled to one vote for each share of common stock, par value $0.02 per share (the “Common Stock”), held of record at the close of business on the Record Date. To take action at the Annual Meeting, a quorum composed of holders of one-third of the shares of Common Stock outstanding must be represented by proxy onor in person at the Annual Meeting. OnMarch 22, 202220, 2023, there were 51,181,044 49,893,760 shares of Common Stock outstanding. No shares of preferred stock are outstanding.


How to VoVotete

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


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


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


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


In Person:Attend the Annual Meeting and vote your shares.

 

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


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


Revoking Your Proxy or Changing Your Vote


You may change your vote at any time before the proxy is exercised. For registered Stockholders,stockholders, if you voted by mail, you may revoke your proxy at any time before it is exercised by executing and delivering a timely and valid later-dated proxy, by voting in person at the meeting or by giving written notice to the Secretary. If you voted via the Internetinternet or by telephone you may also change your vote with a timely and valid later Internetinternet or telephone vote, as the case may be, or by voting in person at the meeting. Attendance at the 


6

meeting will not have the effect of revoking a proxy unless (1) you give proper written notice of revocation to the Secretary before the proxy is exercised, or (2) you vote at the meeting.



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

6


Voting and Solicitation



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



Pursuant to rules adopted by the Securities and Exchange Commission, we are making this Proxy Statement and our 20212022 Annual Report available to Stockholdersstockholders electronically via the Internet.internet. On or before April 8, 2022,7, 2023, we mailed to our Stockholdersstockholders of record the “Important Notice Regarding the Availability of Proxy Materials for the Stockholderstockholder Meeting to be held on May 18, 2022”2023” (the “Notice”).All Stockholders will be able to access this Proxy Statement and our 20212022 Annual Report on the website referred to in the Notice or request to receive printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internetinternet or request a printed copy may be found in the Notice. In addition, Stockholdersstockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We encourage Stockholdersstockholders to take advantage of the availability of the proxy materials on the Internetinternet to help reduce the environmental impact of our annual meetings.



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



Election of Directors



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



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



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



Other Matters



All other matters will be determined by a vote of a majority of the shares present or represented by proxy and voting on such matters. With respect to the frequency for holding an advisory vote on executive compensation, if no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by the stockholders. Under Delaware law, abstentions are not considered votes cast and will have no effect on whether a matter is approved.



Broker Non-Votes



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


7

non-votes will not count in determining the number of votes cast with respect to the election of Directors or a proposal that requires a majority of votes cast and, therefore, will not affect the outcome of the election of Directors or the voting on such a proposal.

7


Electronic Access to Proxy Materials and Annual Report


This Proxy Statement and our 20212022 Annual Report are available on our website at https://ir.euronetworldwide.com/financial-information/annual-reports, respectively. If you received paper copies of this year’s Proxy Statement and Annual Report by mail, you can elect to receive in the future an email message that will provide a link to those documents on the Internet.internet. By opting to access your proxy materials via the Internet,internet, you will:

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

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



Persons Making The Solicitation


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


8



CORPORATE RESPONSIBILITY & SUSTAINABILITY AT EURONET

Overview

Under the guidance and supervision of our Board of Directors, Euronet Worldwide pursues a high level of corporate social responsibility and sustainability driven by our mission to facilitate financial payments globally. mission.

These principles govern all areas of our business, including how we:

Euronet Worldwide is a leading electronic payments provider. We operate around the world with customers in approximately 175200 countries, have employees in 56 countries and offices in 43 countries. Our employees represent a significant number of ethnicities and are nearly evenly split between men and women. We value diversity and make thousands of jobs available to people in lesser developed economies that might not otherwise have employment opportunities. Moreover, because we are dependent on a technologytechnologically literate workforce, our employee compensation generally exceeds the respective country’s average personal income based on the World Bank’s global per capita income data. Our products consume very few natural resources or fossil fuels nor do they produce environmentally impacting waste byproducts. We do not manufacture product nor do we import materials. We do not support child or slave labor. Our business is managed under the direction of our Board of Directors with the goal of creating stockholder value through the development and distribution of secure financial payment products around the world and through the establishment of a culture of strong business ethics, diversity, financial transparency and compliance with laws and regulations. Additionally, we align executive compensation with ESG initiatives by incorporating ESG goals into the annual salary and incentive compensation review process. An executive's failure to address ESG goals and objectives may result in limitations on salary increases and the Compensation Committee reserves the right to reduce achieved performance goals in the event executives fail to support ESG goals and objectives. More details and discussion of our specific practices and initiatives related to our commitment to the specific ESGEnvironmental Social Governance matters are provided in the following.
following as well on our website.

Environment

As a provider of financial technology solutions and payments, provider,we recognize the inherent naturelimited environmental impact of our business and operations hasoperations. Nevertheless, we remain steadfast in our commitment to minimizing our ecological footprint through a relatively limited impact oncomprehensive Energy Transition Plan. We strive to leverage the environment.  We utilizelatest technological and operational efficiencies wherever possible.  Examplesto reduce our energy consumption and greenhouse gas emissions. Some notable examples include:


8

Euronet also practices environmental responsibility in our workplaces:


  • We design software systems that rely on lesslower hardware and energy requirements to perform than previous generations
  • We design our software and data centers to leverage existing centers for business continuity rather than erecting rarely used hot sites
  • We utilizeare add provisions to new lease contracts that we prefer renewable energy, energy efficient HVAC systems and air purifications systems
  • We prioritize the use of technology, includingsuch as video and teleconferencing, to reduce the need for travel, both for both internal and customer meetings
  • We purchasemeetings. Our commitment to sustainability extends beyond digital means, as we actively seek to reduce waste by purchasing recycled products and provideoffering recycling systems for ourto employees to recyclefor paper, plastic, aluminum, glass, and other 
9

  • materials where available. Moreover, we have implemented innovative technologies, such as available in their regions
  • Many of our workplaces utilize motion and light sensors, andas well as climate controls, to reducedecrease electricity useconsumption in unoccupied areas
  • areas. We striveaim to useintegrate low or renewable energy devices, such as LED light bulbs, wherewherever possible, furthering our commitment to a sustainable future.

Social Responsibility

At Euronet, we believe a great company can only be built on a soldsolid ethical foundation.  We want to lead in business, but we are unwilling to compromise our commitment to our values. Our values are rooted in humility, as we leave our egos at the door. We hold high expectations and never settle for less than the best. Reliability is crucial to us, as we work hard and meet deadlines. We approach challenges with optimism and achieve what others think can not be done. Empowerment is key to our success, as we take initiative and boldly pursue our goals. We strive to be fiercely competitive in all aspects of honesty, integrity and ethics. our endeavors. 

We achieve these values through:

•Offering fair and competitive benefits to all employees,

  • Attempting to build including steps toward the advancement of race, ethnicity, and maintain a diverse workplace free from discriminationgender diversity within our workforce across all geographies and harassment:
    • Euronet employs local talent in 56 markets around the world
    • 81%levels of Euronet’s 8,800 employees are based outside of the United States
    • 46% of Euronet’s global workforce is female
    • We provide competitive compensationmanagement

      •Providing career development and training opportunities to all ofhelp employees achieve their professional goals

      •Promoting optimal health and safety for our employees based on their roles

      •Operating in compliance with all local laws and responsibilities, experience, performance and other factors

    • regulations related to workplace safety

    Euronet’sOur mission is to facilitatebuild tomorrow’s financial payments acrosstechnology today to enhance our global community and connect the globe and ensuring consumers can access their funds and interact in the global marketplace in the manner in which they prefer. world through financial participation.

    We continue to work towards this mission by:


    910


    Governance


    Governance

    At Euronet, strives for excellence in itswe recognize that strong governance practices.is the foundation of a successful business, and we are committed to upholding the highest standards of ethical conduct, transparency and accountability.

    Board of Directors

    Chairs to provide feedback on the effectiveness of our governance processes. By regularly evaluating our performance and seeking feedback, we can continuously improve our governance practices and ensure that we are fulfilling our fiduciary duties to our stakeholders.

    In compliance with our Political Contribution Policy, we do not use corporate funds to contribute to candidates, political party committees, political action committees, or Super PACs. Employees are prohibited from making political contributions on behalf of the company.

    Management

    Cybersecurity

    Cybersecurity

    Cybersecurity has become one of the most critical issues facing the world today and we work to address it.our cybersecurity processes include, but not limited to:


    Data Security

    10

    to enhance security and prevent unauthorized access to sensitive information. Beyond these measures, we regularly review and enhance our security protocols, collaborate with industry partners and regulatory authorities, and invest in the latest technologies to stay ahead of evolving threats.

    Data Privacy

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

    12


    Board Diversity


    Our Board of Directors are highlycomprises accomplished individuals who are leaders in their respective industries, fieldscommunities, and communities which are affiliated with numerousvarious corporations, educationalgovernmental institutions, and charities, as well as civic organizations and professional organizations. With decades of collective experience spanning diverse industries and markets, our Board possesses a wealth of knowledge and skills, including the formation of groundbreaking software technologies, successful company launches, critical contributions to local non-profit organizations, and transformative business strategies. Their expertise and leadership acumen guide our organization towards innovative solutions and sustainable growth, solidifying our position as an industry leader.


    Board Diversity Matrix as of December 31, 2021
    Total Number of Directors8

    		FemaleMaleNon-BinaryDid Not Disclose Gender
    Part I: Gender Identity



    Directors17--
    Part II: Demographic Background



    African American or Black----
    Alaskan Native or Native American----
    Asian----
    Hispanic or Latinx----
    Native Hawaiian or Pacific Islander----
    White17--
    Two or More Races or Ethnicities----
    LGBTQ+
    		-
    Did Not Disclose Demographic Background
    		-
    Board Diversity Matrix as of December 31, 2022
    Total Number of Directors9

    		FemaleMaleNon-BinaryDid Not Disclose Gender
    Part I: Gender Identity



    Directors26--
    Part II: Demographic Background



    Hispanic or Latinx1---
    Caucasian16--
    Did Not Disclose Demographic Background1

    The Board evaluated the NASDAQ diversity rule noting eacheight of the nine current Board members were elected prior to the SEC approval of the NASDAQ Board Diversity Rule. The Nominating and& Corporate Governance Committee performs extensive evaluations of the credibility of each Board member and did not exclude aany Board candidate based on their gender identity or demographic background. The Board of Directors havehas ethnic diversity beyond the specific ethnicities defined in NASDAQ Rule 5606, with representation from within and outside the United States, as well as a diverse background of industry experiences ranging from entrepreneurship, finance, transportation, technology, government, academia and communications. Our Board includes CEO's,CEOs, patent owners, MIT engineers, Molecular and Cellular Bioligists, Ph.D's, MBA's,Biologists, PhDs, MBAs and CPA's,CPAs, all delivering insights from their unique and diverse histories.



    1113




    BENEFICIAL OWNERSHIP OF COMMON STOCK


    As of the close of business on March 22, 202220, 2023 we had 51,181,04449,893,760 shares of Common Stock issued and outstanding. The following table sets forth certain information with respect to the beneficial ownership of our Common Stock as of March 22, 2022,20, 2023, held by: (i) each Euronet Director, nominee for Director and executive officer named in the summary compensation table, (ii) all Euronet Directors, nominees for Director and executive officers as a group, and (iii) each Stockholderstockholder known by Euronet beneficially to own more than 5% of our Common Stock.


     

    Beneficial Ownership

     

    Beneficial Ownership

    Stockholder

     

    Number of

    Shares (1)

     

    Percent of

    Outstanding

     

    Number of

    Shares (1)

     

    Percent of

    Outstanding

    Directors and Named Executive Officers

     

     

     

     

     

     

     

     

    Michael J. Brown (2)

     

    2,460,186

     

    4.8%

     

    2,533,434

     

    5.1%

    Rick L. Weller (3)

     

    384,477

     

    *

     

    501,472

     

    1.0%

    Nikos Fountas (4)

     

    		132,341

     

    *

     

    		236,132

     

    *

    Kevin J. Caponecchi (5)

     

    		161,009

     

    *

     

    		266,423

     

    *

    Juan C. Bianchi (6)

     

    		35,556

     

    *

     

    		140,257

     

    *

    Thomas A. McDonnell

     

    		79,423

     

    *

     

    		81,895

     

    *

    Andrew B. Schmitt

     

    		67,274

     

    *

     

    		68,942

     

    *

    Paul S. Althasen

     

    		52,101

     

    *

     

    		53,558

     

    *

    M. Jeannine Strandjord (7)

     

    		42,111

     

    *

     

    		43,435

     

    *

    Mark R. Callegari

     

    		17,531

     

    *

     

    		18,497

     

    *

    Michael N. Frumkin

     

    		2,850

     

    *

     

    		5,057

     

    *

    Dr. Andrzej Olechowski

     

    		10,879

     

    *

     

    		12,203

     

    *

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

     

    		3,445,738

     

    		6.7%
    Ligia Torres Fentanes
    		1,662
    		*

    All Directors, and Executive Officers as a Group (13 persons) (8)

     

    		3,962,967

     

    		7.9%

    Five Percent Holders:

     

     

     

     

     

     

     

     

    The Vanguard Group (9)

     

    		4,701,762

     

    		8.9%

     

    		4,595,927

     

    		9.2%

    100 Vanguard Blvd.

     

     

     

     

     

     

     

     

    Malvern, PA 19355

     

     

     

     

     

     

     

     

    Allspring Global Investment Holdings, LLC (10)

     

    		3,166,238

     

    		6.0%
    BlackRock, Inc.
    		4,225,693
    		8.5%
    55 East 52nd Street (10)



    New York, NY 10055



    Allspring Global Investment Holdings, LLC (11)

     

    		2,873,457

     

    		5.8%

    525 Market St, 10th Floor

     

     

     

     

     

     

     

     

    San Francisco, CA 94105

     

     

     

     

     

     

     

     

    William Blair Investment Management, LLC (11)
    		2,702,498
    		5.1%
    Wasatch Advisors LP (12)
    		2,817,933
    		5.6%
    505 Wakara Way



    Salt Lake City, UT 84108



    William Blair Investment Management, LLC (13)
    		2,529,806
    		5.1%
    150 North Riverside Plaza







    Chicago, IL 60606







    ________

    *

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


    1214


    (1)    Calculation of percentage of beneficial ownership includes the assumed exercise of options to purchase Common Stock by only the respective named Stockholder that are vested or that will vest within 60 days of March 22, 2022 and any restricted stock units owned by such person that will vest within 60 days of March 22, 2022

    (1)

    Calculation of percentage of beneficial ownership includes the assumed exercise of options to purchase Common Stock by only the respective named stockholder that are vested or that will vest within 60 days of March 20, 2023 and any restricted stock units owned by such person that will vest within 60 days of March 20, 2023.

    (2)Includes: (i) 474,009 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023, (ii) 34,000 shares of Common Stock held by Mr. Brown’s spouse, (iii) 206,000 shares of Common Stock held by Mr. Brown’s spouse as custodian for his children, and (iv) 276,400 shares of Common Stock held by family trusts for the benefit of Mr. Brown's spouse and children, of which Mr. Brown's spouse is the trustee.
    (3)Includes 260,795 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023.
    (4)Includes 204,603 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023.
    (5)Includes 180,077 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023.
    (6)Includes 129,528 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023.
    (7)Includes 2,000 shares held in Ms. Strandjord’s individual retirement account and the remainder in a revocable trust.
    (8)Includes 1,249,012 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 20, 2023.
    (9)This information was supplied on Schedule 13G/A filed with the SEC on February 9, 2023. The Vanguard Group has sole dispositive power over 4,527,170 shares. The Vanguard Group has shared voting power over 20,375 shares and shared dispositive power over 68,757 shares.
    (10)This information was supplied on Schedule 13G filed with the SEC on February 3, 2023. BlackRock, Inc. has sole power to vote over 4,092,427 shares and sole dispositive power over 4,225,693 shares.
    (11)This information was supplied on Schedule 13G filed with the SEC on January 11, 2023. Allspring Global Investments Holdings, LLC has sole voting power over 2,787,543 shares and sole dispositive power over 2.873,457 shares. Allspring Global Investments, LLC has sole voting power over 358,810 shares and sole dispositive power over 2,864,526 shares. 
    (12) This information was supplied on Schedule 13G filed with the SEC on February 8, 2023. Wasatch Advisors LP has sole voting and dispositive power of  over 2,817,933 shares.
    (13)This information was supplied on Schedule 13G filed with the SEC on February 9, 2023. William Blair Investment Management, LLC has sole voting power over 2,201,310 shares and sole dispositive power  over 2,529,806 shares.


    (2)   Includes: (i) 479,370 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022, (ii) 34,000 shares of Common Stock held by Mr. Brown’s spouse, (iii) 206,000 shares of Common Stock held by Mr. Brown’s spouse as custodian for his children, and (iv) 276,400 shares of Common Stock held by family trusts for the benefit of Mr. Brown's spouse and children, of which Mr. Brown's spouse is the trustee.

    (3)    Includes 205,374 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022.

    (4)    Includes 106,034 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022.

    (5)    Includes 81,498 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022.

    (6)    Includes 30,949 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022.

    (7)    Includes 2,000 shares held in Ms. Strandjord’s individual retirement account and the remainder in a revocable trust.

    (8)    Includes 903,225 shares of Common Stock issuable pursuant to options exercisable within 60 days of March 22, 2022.

    (9)   This information was supplied on Schedule 13G/A filed with the SEC on February 10, 2022. The Vanguard Group has sole dispositive power over 4,625,359 shares. The Vanguard Group has shared voting power over 29,225 shares and shared dispositive power over 76,403 shares.

    (10) This information was supplied on Schedule 13G filed with the SEC on January 19, 2022. Allspring Global Investments Holdings, LLC has sole voting power over 3,003,903 shares and sole dispositive power over 3,166,238 shares. Allspring Global Investments, LLC has sole voting power over 322,102 shares and sole dispositive power over 3,158,163 shares. Allspring Funds Management, LLC has sole voting power over 2,681,801 shares and sole dispositive power over 8,075 shares.

    (11) This information was supplied on Schedule 13G filed with the SEC on February 10, 2022. William Blair Investment Management, LLC has sole voting power over 2,397,279 shares and sole dispositive power over 2,702,498 shares.


    DELINQUENT SECTION 16(a) REPORTS


    Section 16(a) of the Exchange Act requires our directors, executive officers and persons who own more than 10% of the shares of our common stock to file an initial report of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the SEC. Such officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of any Forms 3, 4 or 5 that they file. The SEC rules require us to discloselate filingsof initial reports of stock ownership and changes in stock ownership by our directors, executive officers and 10% stockholders. Based solely on a review of copies of the Forms 3, 4 and 5 furnished to us by reporting persons and any written representations furnished by certain reporting persons, we believe that during the fiscal year ended December 31, 2021,2022, all Section 16(a) filing requirements applicable to our directors, executive officers and 10% stockholders were completed in a timely manner, except for one Form 4 filing related to one transaction by Juan Bianchi.manner.



    15


    CORPORATE GOVERNANCE


    Director Independence

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


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

    13



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


    MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

    The Board held four regular meetings during 2021.2022. The Board has established an Audit Committee, a Compensation Committee and a Nominating & Corporate Governance Committee. During 2021,2022, each Director attended at least 75% of the total number of meetings held by the Board and Board committees on which he or shethey served (during the period for which he or she was a Director).

    Board Committee Membership

              During 2021, the The Board committee membership wasis as follows:



    Director

    Audit

    Compensation

    Nominating & Corporate Governance

    Michael J. Brown*

     

     

     

    Paul S. Althasen - I

     

    M

    C

    Thomas A. McDonnell - I , L

    M

    M

    M

    Dr. Andrzej Olechowski - I

     

    M

    M

    Michael N. Frumkin - I




    M


    M

    Andrew B. Schmitt - I

    M

    C

    M

    M. Jeannine Strandjord - I

    C

    M

    M

    Mark R. Callegari - I

    M

    M

    M

    Ligia Torres Fentanes - I
    		M
    		M



    *Chairman of the BoardC - Committee ChairM - Committee MemberI - Independent DirectorL - Lead Director



    16


    Audit Committee

    The Company has an Audit Committee established in accordance with the requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). The Audit Committee of the Board, composed solely of independent Directors, met four times in 2021.2022. The following fivefour Directors are members of the Audit Committee: M. Jeannine Strandjord, Chair, Thomas A. McDonnell, Mark R. Callegari and Andrew B. Schmitt. The Audit Committee operates under a written charter adopted by the Board, which is published on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance.


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


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


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



    14

    Compensation Committee



    The Compensation Committee of the Board met four times in 20212022 to determine policies regarding the compensation of our executives and to review, determine and recommend to the full Board, as appropriate, the approval of the grant of options, restricted stock units and cash bonuses to our executives. The purpose of the Compensation Committee is to make determinations and recommendations, as appropriate, to the Board with respect to the compensation of our Chief Executive Officer and other senior executive officers.The following sixeight Directors are members of the Compensation Committee: Andrew B. Schmitt, Chair, Thomas A. McDonnell, M. Jeannine Strandjord, Dr. Andrzej Olechowski, Mark R. Callegari, and Paul S. Althasen.Althasen, Michael N. Frumkin, and Ligia Torres Fentanes.  The Board has determined that all the members of the Compensation Committee are: (i) independent as defined under the independence standards of the listing standards of The Nasdaq Stock Market LLC both for directors generally and those applicable to members of the Compensation Committee and (ii) “non-employee” directors under Section 16 rules.


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


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


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


    Annual Process for Determining Compensation of Executive Officers


    As further described in the “Compensation Discussion and Analysis,” our Compensation Committee, together with senior management and outside consultants engaged by the Compensation Committee, conducts an annual review of our overall compensation program for executive officers. With respect to executive officer compensation, our Compensation Committee reviews each of the key components of compensation - base salary and short- and long-term incentives, both within Euronet and as compared to peers and survey data to determine whether each of these components is consistent with our compensation philosophy and its related goals and objectives. Upon the recommendation of our Chief Executive Officer with respect to the compensation of each executive officer who directly reports to him, and, based on the findings of any outside consultants that may be engaged to assist in this review, our Compensation 

    17


    Committee determines or recommends to the full Board, as appropriate, the compensation for all key executives, including our Chief Executive Officer.Executive officers are not involved in proposing or seeking approval for their own compensation.


    Process for Determining Non-Employee Director Compensation


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


    15


    Outside Executive Compensation Consultants



    The Compensation Committee directly retained FW Cook as its outside compensation consultant for 2021.2022. FW Cook assisted the Compensation Committee and performed functions in connection with executive compensation matters for the Compensation Committee including: (i) conducting a competitive assessment of key executives’ total direct compensation (e.g., sum of base salary, annual incentive bonus and long-term incentive opportunity), (ii) evaluating appropriateness of annual and long-term incentive plan targets and standards, (iii) assessing whether the structure (the mix of cash and equity compensation, as well as annual and long-term incentives) is appropriate and competitive, (iv) comparing Euronet’s annual share utilization and earnings per share dilution for equity-based compensation to competitive practices and institutional investor guidelines, (v) comparing Euronet’s expense for stock-based compensation to its peer companies, (vi) advising the Compensation Committee regarding design changes to compensatory programs and the development of new programs based on strategic goals, competitive assessment, regulatory changes and risk management, (vii) informing the Compensation Committee of emerging trends in executive compensation, the institutional investor climate and corporate governance and accounting developments, (viii) providing and periodically advising on stock ownership or retention guidelines for senior executives, and (ix) providing the Compensation Committee with regular updates regarding changes in regulatory and legislative developments impacting executive compensation.


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


    Compensation Policies and Practices as They Relate to Risk Management


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


    Nominating & Corporate Governance Committee


    The Nominating & Corporate Governance Committee met twofour times in 2021.2022. In February 2022,2023, the Nominating & Corporate Governance Committee met to evaluate the performance of the Board during 20212022 and consider nominees for election at the Annual Meeting. Paul S. Althasen, Chair, M. Jeannine Strandjord, Andrzej Olechowski, Thomas A. McDonnell, Mark R. Callegari, and Andrew B. Schmitt, Michael N. Frumkin, and Ligia Torres Fentanes are the current members of the Nominating & Corporate Governance Committee. The Board has determined that all of the members of the Nominating & Corporate Governance Committee are independent as defined under the general independence standards of the listing standards of The Nasdaq Stock Market LLC.


    The Nominating & Corporate Governance Committee performs the functions of a nominating committee. The Nominating & Corporate Governance Committee’s charter describes the committee’s responsibilities, including developing corporate governance guidelines and seeking, screening and recommending Director candidates for nomination by the Board. The committee charter includes a provision requiring the inclusion of underrepresented individuals in all director searches also know as the "Romney rule". This charter is published on our website at http://ir.euronetworldwide.com/corporate-governance. Euronet’s Corporate Governance Guidelines 

    18


    contain information regarding the selection, qualification and criteria for Director nominees and the composition of the Board, and are published on Euronet’s website at http://ir.euronetworldwide.com/corporate-governance.


    The Nominating & Corporate Governance Committee evaluates each Director in the context of the Board as a whole, with the objective of recommending a Director who can best perpetuate the success of the business and represent Stockholderstockholder interests through the exercise of sound judgment using their diversity of experience in these various areas. The Nominating & Corporate Governance Committee considers the experience, qualifications, attributes and skills of each Director and nominee, including the person’s particular areas of expertise and other relevant qualifications, and the interplay of such experience, qualifications, attributes and skills with the Board as a whole. As determining the specific qualifications or criteria against which to evaluate the fitness or eligibility of potential Director candidates is necessarily a dynamic and an evolving process, the Board believes that it is not always in the best interests of Euronet or its Stockholdersstockholders to attempt to create an exhaustive list of such qualifications or criteria. Appropriate flexibility is needed to evaluate all relevant facts and circumstances in context of the needs of the Board and Euronet at a particular point in time. Accordingly, the Nominating & Corporate Governance Committee reserves the right to consider those factors as it deems relevant and appropriate, including the current composition of the Board, the balance of management and independent Directors, the need for Audit Committee expertise and the evaluations of other potential Director candidates. The committee does not have a policy concerning diversity but it believes that the above criteria will lead is actively engaged in planning for board succession, which is an ongoing and iterative process and one which the committee takes very seriously. The skills and backgrounds collectively represented on the board should reflect the diverse nature of the business environment in which Euronet operates and need to considermeasurably move the Company forward. For purposes of Board composition, diversity in its various forms (including diversity ofincludes, but is not limited to, business experience, geography, age, experience, backgroundgender, and perspective) in selecting Director candidates. ethnicity.  In determining whether to recommend a Director for re-election, the Nominating & Corporate Governance Committee also considers the Director’s past attendance at meetings and participation in and contributions to the activities of the Board.

    16


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



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


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


    The Board believes that its membership should continue to reflect a diversity of business experience, gender, race, ethnicity, age, sexual orientation and gender identity and the Nominating/Governance Committee is committed to actively seeking women and minority candidates for the pool from which director candidates are chosen in support of the Board’s commitment to diversity.The Nominating &Corporate Governance Committee has adopted a policy that the initial list of candidates from which new director nominees are chosen must include at least one qualified female and one racially or ethnically diverse candidate.

    19


    Director Candidate Recommendations and Nominations by Stockholdersstockholders


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


    Lead Independent Director


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


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


    Combined CEO and Chairman Role


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

    17


    Risk Oversight


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


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


    Cybersecurity Oversight


    The Board is responsible for overseeing cybersecurity risk.In 2021,2022, the Company's Chief Technology Officer gave a presentationtwo presentations to the Board regarding the security and integrity of the Company's systems, including cybersecurity updates that focused on the Company's most critical processing systems, cybersecurity infrastructure and procedures, drills and training of employees, mitigation of cyber risks and assessments by third-party experts.


    Communications with the Board of Directors


    The Board has approved a formal policy for Stockholdersstockholders to send communications to the Board or its individual members. Stockholdersstockholders can send communications to the Board and specified individual Directors by mailing a letter to the attention of the Board 

    20


    or a specific Director (c/o the General Counsel) at Euronet Worldwide, Inc., 11400 Tomahawk Creek Parkway, Suite 300, Leawood, Kansas 66211 or by sending an email to directors@eeft.com.


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


    Director Attendance at Annual Meeting


    Euronet has a policy encouraging its Directors to attend the Annual Meeting of Stockholders.stockholders. Seven Directors, Michael J. Brown, Andrew B. Schmitt, Paul S. Althasen, M. Jeannine Strandjord, Mark R. Callegari, Thomas A. McDonnell and Michael N. Frumkin, attended our 20212022 Annual Meeting.


    Code of Conduct


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

    18


    PROPOSAL 1



    ELECTION OF DIRECTORS

    Our Directors are as follows:

    Name

     

    Age

     

    Position

     

    Term Expires

     

    Age

     

    Position

     

    Term Expires

    Michael N. Frumkin

    53


    		Class III Director
    		2024

    54


    		Class III Director
    		2024
    Paul S. Althasen
    		57
    		Class III Director
    		2024
    		58
    		Class III Director
    		2024
    Thomas A. McDonnell
    		76
    		Class III Director
    		2024
    		77
    		Class III Director
    		2024

    Dr. Andrzej Olechowski

     

    75

     

    Class II Director

     

    2023

     

    75

     

    Class II Director

     

    2023

    Mark R. Callegari
    		65
    		Class II Director
    		2023
    		66
    		Class II Director
    		2023
    Ligia Torres Fentanes
    		68
    		Class II Director
    		2023

    Michael J. Brown

     

    65

     

    Chairman, Chief Executive Officer and Class I Director

     

    2022

     

    66

     

    Chairman, Chief Executive Officer and Class I Director

     

    2025

    Andrew B. Schmitt

     

    73

     

    Class I Director

     

    2022

     

    74

     

    Class I Director

     

    2025

    M. Jeannine Strandjord

     

    76

     

    Class I Director

     

    2022

     

    77

     

    Class I Director

     

    2025



    Classified Board


    We currently have eightnine Directors divided among three classes as described above.  Following the Annual Meeting the number of Directors will be reduced to eight.


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

    Three

    Two Class III Directors are to be elected at the Annual Meeting for three-year terms ending at the Annual Meeting of Stockholdersstockholders in 2025.2026. The Board has nominated Michael J. Brown, Andrew B. SchmittDr. Andrzej Olechowski and M. Jeannine StrandjordLigia Torres Fentanes, for election as Class III Directors.  Mark R. Callegari will retire from the Board at the end of his current term and was not nominated for election at the Annual Meeting.  Unless otherwise instructed, each valid proxy will be voted for Messrs. Brown and SchmittDr. Olechowski and Ms. Strandjord.Fentanes. Each of the Class III nominees has consented to serve as a Director of Euronet. If a nominee is unable or subsequently declines to serve as a Director at the time of the Annual Meeting, 


    21


    the proxies will be voted for any alternative nominee who shall be designated by the present Board to fill the vacancy. We are not aware of any reason why Messrs. Brown or SchmittDr. Olechowski or Ms. StrandjordFentanes will be unable or will decline to serve as a Director.


    Nominees for Election at the Annual Meeting


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


    Ms. LIGIA TORRES FENTANES has served on our Board since December 2022.  Ms. Torres' professional experience includes over 30 years in the financial sector across capital markets, wealth management and asset management, where she held operational, managerial and board positions covering Latin America, Asia, Europe, the Middle East and Africa.  The last 20 years of her professional career were within the BNP Paribas Group.  From 2013 until to her retirement in 2021, she worked in the asset management division where she first led the emerging market activities to subsequently become Chief Executive Officer of the Asia Pacific region based in Hong Kong. At present, she is a Director of the Union de Banque Privee ( UBP) in Switzerland, Alfred Berg AM (Norway) and the board chair of RAM, an alternative asset management company of Medio Banca Group. Ms. Torres has a bachelor’s degree in Business Administration from the Instituto Teconologico Autonomo de Mexico (ITAM) and postgraduate degrees in International Finance and Derivatives from HEC (Paris) and from the University of Paris Dauphine IX.She has followed the Oxford University program on Corporate Sustainability Leadership and the Non-executive Director program of the Financial Times, focused on Corporate Governance. She is fluent in English, Spanish, French and Italian.


    The Board considers as particularly valuable Ms. Torre’s prior board work contributing to the definition and implementation of growth strategies, the reinforcement of governance and risk control frameworks and on the elaboration of strategy in sustainability.


    DR. ANDRZEJ OLECHOWSKI has served on our Board since May 2002. He previously served as a Director of Euronet from its incorporation in December 1996 until May 2000. From 2005 until 2009 when he retired, Dr. Olechowski was the President of Conseil DG, a Polish consulting company. From 1995 until 2008, Dr. Olechowski served as a Senior Advisor for Central Europe Trust, Poland, a consulting firm. He has held several senior positions with the Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served as economic advisor to President Lech Walesa. From 1991 to 1992, he was Secretary of State in the Ministry of Foreign Economic Relations and from 1989 to 1991 he was Deputy Governor of the National Bank of Poland. From May 1998 to June 2000, Dr. Olechowski served as the Chairman of Bank Handlowy w Warszawie S.A. (Poland). From 2011 to 2018, Dr.Olechowski was a Professor at Vistula University. Until April 2009, Dr. Olechowski sat on the Supervisory Board of Vivendi (France) and until 2021 sat on the Supervisory Board of Bank Handlowy w Warszawie S.A. (Poland), and the Board of Directors of Play Communications S.A. and currently sits on the boards of various charitable and educational foundations.He received a Ph.D. in Economics in 1979 from the Central School of Planning and Statistics in Warsaw, Poland.


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


    Other Directors


    The following is a brief description of the business experience of each of our other Directors whose term of office will extend beyond 2023 Annual Meeting, and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the other Directors are qualified for service as a Director of the Company, in light of the Company’s business and structure.


    MICHAEL N. FRUMKIN has served on our Board since June 2020. Mr. Frumkin has more than 25 years of experience in technical and management leadership roles in fast-growth, high-performance technology companies, including Silicon Valley icons likeNeXTand Google. He was responsible for critical engineering functions at Verity, Excite, and Google, all of whom went from startup to successful IPOsduring his tenure.In 1995, he joined a small 10 person startup that built one of the first full scale commercial internet search engines that eventually became Excite@Home, a multi-billion dollar public company. In his tenure at Excite, 

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    Mr.Frumkinwas responsible for core company functions like web crawl and e-commerce engineering.After Excite, Mr.Frumkinspent several years as the Chief Technology Officer of Gamechange, the seed stage collaboration betweenAccentureTechnology Ventures andSoftbankVenture Capital, where he was responsible for technical due diligence and providing management guidance to portfolio companies. In 2002, pursuing a desire to go back to his more technical distributed computing roots, he joined Google where his responsibilities have ranged from managing large engineering teams responsible for most ofGoogle’srevenue, to overseeing critical internal software infrastructure projects. At various points in time, he was responsible for the engineering teams building and operatingAdWordsand the initial launch ofAdSense, and the building ofGoogle’spersonalization infrastructure.In 2012, Mr.Frumkinfounded the Google Accelerated Science research team within Google Research. This team works with leading scientific institutions and universities around the world to increase the pace of discovery in important scientific research by bringingGoogle’sexpertise in machine intelligence and machine perception to bear on fundamental science problems. Mr.Frumkinholds Bachelor of Science and Master of Science degrees in Computer Science and Engineering from MIT. 


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


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


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


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


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


    MICHAEL J. BROWN is one of the co-founders ofEuronetin 1994 and has served as our Chairman of the Board and Chief Executive Officer since 1996 and as our President since December 2014.He also served as our President from December 11, 2006 to June 11, 2007. Mr. Brown has been a Director ofEuronetsince our incorporation in December 1996 and previously served on the boards ofEuronet’spredecessor companies. In 1979, Mr. Brown co-founded Innovative Software,Inc., a computer software company that was merged in 1988 withInformix. Mr. Brown served as President and Chief Operating Officer ofInformixfrom February 1988 to January 1989. He served as President of the Workstation Products Division ofInformixfrom January 1989 until April 1990. In 1993, Mr. Brown was a founding investor of Visual Tools,Inc. Visual Tools,Inc. was acquired bySybaseSoftware in 1996. Mr. Brown was formerly a directorDirector of Blue ValleyBanCorp. andNexxusLighting,Inc.Mr. Brown currently serves on the boardBoard of directorsDirectors ofMonoparTherapeutics. Mr. Brown received a B.S. in electrical engineering from the University of Missouri-Columbia in 1979 and a M.S. in molecular and cellular biology at the University of Missouri-Kansas City in 1997.

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

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


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


    M. JEANNINE STRANDJORD, CPA, has 50 plus years of financial management experience and was employed in three different industries after starting in public accounting on the audit staff of Ernst andErnstin 1968.For 20 years, beginning in 1985, she held several senior financial management roles at Sprint Corporation.She managed the successful transformation and restructuring of Sprint as Chief Integration Officer from 2003 until 2005 when she retired.Previously, she was Senior VP and Chief Financial Officer of Global Solutions, a $9 billion division, from 1998 until 2003, and was Controller and Treasurer from 1986 to 1998.Ms.Strandjordwas a directorDirector of American Century Mutual Funds (for six registered investment companies) from 1994 to 2018; was a director of DST Systems,Inc., from 1996 to 2012; and has beenwas a directorDirector of MGP Ingredients since 2013. from 2013 to May 2022.She has also been a directorDirector of JE Dunn Construction Corporation, a private company, from 2006 to 2020.Her current non-profit boards are the Truman Library, andboard is the KU Medical Center Advancement Board. Past non-profit boards includeRockhurstUniversity, the Heartland Chapter of the National Association for Corporate Directors, the Kansas City Community Foundation, the Truman Library Institute, the National World War I Museum and Memorial, and the Ewing Marion Kauffman Foundation. She has been a Director of the Company since 2001 and is currently the Chair of the Audit Committee.She also served asLead Independent Director from 2010 to 2014.Ms.Strandjordholds a bachelor's degree in accounting and business administration from the University of Kansas. She was named "National Director of the Year" by the National Association of Corporate Directors in 2018.2019.


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

    Other Directors

    The following is a brief description of the business experience of each of our other Directors whose term of office will extend beyond 2022, and a brief discussion of the specific experience, qualifications, attributes or skills that led to the conclusion that the other Directors are qualified for service as a Director of the Company, in light of the Company’s business and structure.

    DR. ANDRZEJ OLECHOWSKI has served on our Board since May 2002. He previously served as a Director of Euronet from its incorporation in December 1996 until May 2000. From 2005 until 2009 when he retired, Dr. Olechowski was the President of Conseil DG, a Polish consulting company. From 1995 until 2008, Dr. Olechowski served as a Senior Advisor for Central Europe Trust, Poland, a consulting firm. He has held several senior positions with the Polish government: from 1993 to 1995, he was Minister of Foreign Affairs and in 1992 he was Minister of Finance. From 1992 to 1993, and again in 1995, he served as economic advisor to President Lech Walesa. From 1991 to 1992, he was Secretary of State in the Ministry of Foreign Economic Relations and from 1989 to 1991 he was Deputy Governor of the National Bank of Poland. From May 1998 to June 2000, Dr. Olechowski served as the Chairman of Bank Handlowy w Warszawie S.A. (Poland). From 2011 to 2018, Dr. Olechowski was a Professor at Vistula University. Until April 2009, Dr. Olechowski sat on the Supervisory Board of Vivendi (France) and until 2021 sat on the Supervisory Board of Bank Handlowy w Warszawie S.A. (Poland), and the board of directors of Play Communications S.A. and currently sits on the boards of various charitable and educational foundations.He received a Ph.D. in Economics in 1979 from the Central School of Planning and Statistics in Warsaw.

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

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

    20

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

    MICHAEL N. FRUMKIN has served on our Board since June 2020. Mr. Frumkin has more than 25 years of experience in technical and management leadership roles in fast-growth, high-performance technology companies, including Silicon Valley icons like NeXT and Google. He was responsible for critical engineering functions at Verity, Excite, and Google all of whom went from startup to successful IPOs during his tenure. In 1995, he joined a small 10 person startup that built one of the first full scale commercial internet search engines that eventually became Excite@Home, a multi-billion dollar public company. In his tenure at Excite, Mr. Frumkin was responsible for core company functions like web crawl and e-commerce engineering. After Excite, Mr. Frumkin spent several years as the Chief Technology Officer of Gamechange, the seed stage collaboration between Accenture Technology Ventures and Softbank Venture Capital, where he was responsible for technical due diligence and providing management guidance to portfolio companies. In 2002, pursuing a desire to go back to his more technical distributed computing roots, he joined Google where his responsibilities have ranged from managing large engineering teams responsible for most of Google’s revenue, to overseeing critical internal software infrastructure projects. At various points in time, he was responsible for the engineering teams building and operating AdWords and the initial launch of AdSense, and the building of Google’s personalization infrastructure. In 2012, Mr. Frumkin founded the Google Accelerated Science research team within Google Research. This team works with leading scientific institutions and universities around the world to increase the pace of discovery in important scientific research by bringing Google’s expertise in machine intelligence and machine perception to bear on fundamental science problems. Mr. Frumkin holds Bachelor of Science and Master of Science degrees in Computer Science and Engineering from MIT. 

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

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

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

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

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


    Required Vote and Board Recommendation


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


    THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF MR. MICHAEL J. BROWN, MR. ANDREW B. SCHMITTDR. ANDREZEJ OLECHOWSKI AND MS. M. JEANNINE STRANDJORD ASLIGIA TORRES FENTANES CLASS III DIRECTORS OF EURONET.


    2124





    PROPOSAL 2

    RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 20222023

    We are requesting our Stockholdersstockholders ratify the selection by our Audit Committee of KPMG LLP as Euronet’s independent registered public accounting firm for 2022.2023. KPMG LLP will audit the consolidated financial statements of Euronet and its subsidiaries for 2022,2023, review certain reports we will file with the SEC, audit the effectiveness of our internal control over financial reporting, provide our Board and Stockholdersstockholders with certain reports, and provide such other services as our Audit Committee and its Chairperson may approve from time to time.


           KPMG LLP served as our independent registered public accounting firm for 2021,2022, and performed professional services for us as described below in the “Audit Matters” section. Representatives of KPMG LLP are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire and to respond to appropriate questions. Although our Audit Committee has selected KPMG LLP, it nonetheless may, in its discretion, terminate KPMG’s engagement and retain another independent registered public accounting firm at any time during the year if it concludes that such change would be in the best interests of Euronet and its Stockholders.    stockholders.


    Required Vote and Board Recommendation


    Approval of the ratification of KPMG LLP as our independent registered public accounting firm for 20222023 requires the affirmative vote of a majority of the shares of Common Stock present in person or represented by proxy at the Annual Meeting and voting on this proposal.


    THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR 2022.

    2023.

    PROPOSAL 3



    ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION



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


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


    Our compensation package for executive officers consists of a balance of base salary, certain employee benefits, annual bonuses under our Executive Annual Incentive Plan, performance based equity grants and limited perquisites or other benefits. To serve the best interests of Stockholders,stockholders, the Compensation Committee follows an executive compensation philosophy that emphasizes performance-based compensation. This philosophy also aligns the economic interests of executive officers and Stockholdersstockholders by ensuring that nonvested performance-based equity incentive awards represent a substantial portion of an executive officer’s total compensation package. The Compensation Committee periodically reviews our executive compensation practices to ensure they achieve our desired goals.


    At last year’s annual meeting, over 82%83% of the votes cast on the advisory vote on executive compensation were in favor of the Company’s named executive officer compensation for 2020.2022. We are asking our Stockholdersstockholders to again indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our Stockholdersstockholders the opportunity to express their views on our named executive officers’officers’ compensation. This vote is not 


    25


    intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our Stockholdersstockholders to approve, on an advisory basis, the following resolution:

    22


    “RESOLVED, that the Company’s Stockholdersstockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 20222023 Annual Meeting of Stockholdersstockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure.”



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


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



    PROPOSAL 4
    ADVISORY VOTE ON FREQUENCY OF STOCKHOLDER VOTE ON EXECUTIVE COMPENSATION
    In accordance with the Dodd-Frank Act, companies are required to provide a separate non-binding stockholder advisory vote on the compensation of our named executive officers once every six years to determine whether the stockholders’ say-on-pay vote should occur every year, every two years or every three years. This proposal is commonly known as a “Say When on Pay” or “Frequency” proposal. Our last “Say When on Pay” vote was held in 2017 and our stockholders voted in favor of annual frequency at that time.

    We believe that it is important that our executive compensation program directly links executive compensation to our financial performance and aligns the interests of our executive officers with those of our stockholders. The Board of Directors believes that giving our stockholders the right to cast an advisory say-on-pay vote is a good corporate governance practice and provides the Company with valuable stockholder input on our compensation philosophy, policies and practices.

    The Board of Directors and the Compensation Committee value the opinion of our stockholders and will take into account the outcome of the vote when considering the frequency of the advisory vote. Because this Frequency vote is advisory, however, it is non-binding on the Company and the Board of Directors may decide it is in the best interests of the Company and the stockholders to hold an advisory say-on-pay vote to approve executive compensation more or less frequently than the option approved by our stockholders.

    The recommendation of the Board of Directors appears below and aligns with the feedback that the Company received following the last Frequency vote in 2017. In connection with this year’s voting, stockholders may specify one of four choices for this Proposal No. 4 on the proxy card: three years, two years, one year or abstain. stockholders are not voting to approve or disapprove the Board of Director’s recommendation.

    The frequency for holding an advisory vote on executive compensation requires the affirmative vote of the majority of the shares present or represented by proxy and voting on such proposal.  If no frequency receives the foregoing vote, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by the stockholders. 

    THE BOARD UNANIMOUSLY RECOMMENDS THAT THE ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION BE CONDUCTED EVERY YEAR.
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    COMPENSATION DISCUSSION AND ANALYSIS

    Executive Summary

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

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


    Financial Performance



    In 2021,2022, the Company achieved strong financial results as the Company emergedcontinued to recover from the COVID-19 pandemic that began in early 2020.Our 20212022 financial performance was as follows:



    Top and Bottom Line Results

    Top and Bottom Line Results

    Top and Bottom Line Results

    21%

    45%

    31%

    12%

    73%

    76%

    Revenue Increase

    Adjusted Operating Income Increase

    Adjusted EPS Increase

    Adjusted Operating Income Increase

    Adjusted EPS Increase

    18% increase on a constant currency basis1

    42% increase on a constant currency basis1


    22% increase on a constant currency basis1

    98% increase on a constant currency basis1


    Stockholder Value Creation

     

    Total Stockholder Return

    $227.8175 million

    Year-end 20212022

    Capital Returned to Stockholders

    1-YEAR

    (18%(21%)

    3-YEAR

    16%(40%)

    5-YEAR

    65%12%

    (through Share Repurchases)

     

     

     

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    ________



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



    27


    The following graph compares Euronet Worldwide, Inc.’s annual percentage change in cumulative total return on common shares over the past five years with the cumulative total return of companies comprising the Nasdaq Composite index and theNasdaqUS Benchmark Financial Services TR Index. This presentation assumes that $100 was invested in shares of the relevant issuers on December 31, 2016,2017, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one-year intervals for the fiscal years shown. The Nasdaq Composite index replaces the CRSP Nasdaq Stock Market (US Companies) Index and the Nasdaq US Benchmark Financial Services TR Index replaces the CRSP Nasdaq Financial Index in this analysis and going forward, as the CRSP Index data is no longer accessible. The CRSP indexes have been included with data through 2020.


    GraphicsGraphics



    EXECUTIVE COMPENSATION PROGRAM OBJECTIVES AND STRATEGY


    Our Industry Environment


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

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


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


    2428


    Our program must:

    PARTICIPANTS IN EXECUTIVE COMPENSATION DESIGN AND DECISION-MAKING PROCESS


    Compensation Committee


    The Compensation Committee is currently comprised of sixeight independent Directors who each hold a significant amount of Company stock (stock value at December 31, 20212022 of Compensation Committee members ranges from sixtwo to 3777 times the annual cash retainer) and together they administer our executive compensation programs.The Compensation Committee is responsible for recommending policies to the Board that govern both annual cash compensation and equity incentive programs.The Compensation Committee has the authority to retain independent outside consultants or advisors as it deems necessary to provide desired expertise and counsel.


    Compensation Consultant


    The Compensation Committee retained FW Cook as independent compensation consultant for 20212022 to advise the Compensation Committee on all matters related to executive officer compensation.FW Cook provided advice regarding current and emerging practices with regard to executive compensation.Representatives from FW Cook attended meetings, as requested by the Committee, including the December 2021 meeting, when the Committee approved grants of stock incentive awards and determined executive compensation and established performance targets for 2022. FW Cookprovided other services to the Compensation Committee or the Company as outlined on pages 26 and 27.  FW Cook did not provide any other services to the Compensation Committee or the Company outside of its capacity as executive compensation consultant. 


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


    Chief Executive Officer and Chief Financial Officer


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


    29


    Corporate Governance

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

    What We Do

    What We Do Not Do

    >Align pay and stockholder performance

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

    >Establish targets for performance metrics aligned to stockholder interests

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

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

    >Prohibit pledging without prior approval and hedging

    >Engage an independent compensation consultant

    >Provide limited perquisites

    >Conduct annual compensation risk assessments

    • Pay dividends or dividend equivalents on unearned, unvested or unexercised equity compensation
    • Pay excessive severance benefits
    • Backdate or reprice stock option awards
    • Award immediately vested options or RSUs to any employee
    • Make multi-year compensation guarantees
    • Grant stock options with an exercise price less than fair market value
    • Provide excise tax gross-ups on new or amended agreements since February 2011
    25

    How We Establish Executive Compensation Levels

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

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


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


    Peer Group


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

    30


    The Company's peer group (the "Peer Group") listed below and FW Cook's executive compensation market analysis were used to inform the Compensation Committee's decisions on long-term incentive compensation for our executives for 2021. 2022.The Compensation Committee believes the group of companies have similar financial characteristics as Euronet and operate in similar industries. 

     

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

    The Committee also considered companies that named Euronet as a peer and were prevalent peers of current peers.



    26

    The companies comprising the Peer Group to determine long-term incentive compensation for our executives for 2021,2022, all of which had revenues between $500 million and $8.5$8.3 billion and market capitalization between $500 million and $42.0 billion, were:



    • ACI Worldwide, Inc.

    		• Global Payments,Inc.

    • Alliance Data Systems Corporation

    		• Green Dot Corporation

    • BroadridgeFinancial Solutions,Inc.

    		• Jack Henry & Associates,Inc.

    • Cardtronics, Inc.

    		• MoneyGram International, Inc.

    • Envestnet,Inc.

    		• SS&C Technologies Holdings,Inc.

    • EVERTEC, Inc.

    		• TTEC Holdings, Inc.

    • Fair Issac Corp

    		• The Western Union Company

    • FleetCor Technologies, Inc.

    		• WEX,Inc.

    • GenpactLimited





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

    Percentile Rank(1)

    Percentile Rank(1)

    Revenues

     

    Market Capitalization

    Revenues

     

    Market Capitalization

    Euronet Worldwide, Inc.

    64%

     

    48%

    64%

     

    48%

    (1) Based on latest four quarters revenues and market capitalization as of October 31, 2021.

    (1) Based on latest four quarters revenues and market capitalization as of October 31, 2022.

    (1) Based on latest four quarters revenues and market capitalization as of October 31, 2022.

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


    31


    Because of challenging market conditions due to the COVID-19 pandemic that persisted in early 2021,2022, the Compensation Committee decided to maintain 20212022 base salaries and target annual incentives at 2020 levels. The Compensation Committee's determination of 20202022 salaries and target annual incentive opportunities was informed by competitive data compiled by the independent compensation consultant in late 2019,2021, which compared target total direct compensation opportunities for our named executive officers with the median statistics for target total direct compensation among similarly situated executives within the relevant peer data.


    In the fourth quarter of 2021,2022, the Compensation Committee reviewed an updated competitive analysis of target total direct compensation opportunities for our named executive officers, to inform their decisions on long-term incentive grant values for the December 20212022 grant. The competitive analysis indicated that base salaries for our executive officers were comparable to the median of our peers as was cash compensation, which included target annual non-equity incentive compensation. However, target long-term incentive grant values were below the median resulting in target total direct compensation below median for several executives. For this reason, the Compensation Committee increased target long-term incentive grant values for executives to provide a more competitive total pay opportunity. Most of our long-term equity incentive compensation is subject to performance-based vesting criteria and our executive officers will fully earn this compensation only if the performance-based vesting criteria are satisfied and our share price appreciates significantly from the date of grant. The Compensation Committee believes this structure is appropriate for our executive officers as it emphasizes performance-based stock compensation is consistent with our compensation philosophy and is directly aligned with Stockholders.stockholders. 



    27

    Elements of Compensation



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


    Element

    Purpose

    Characteristics

    Base Salaries

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

    Fixed component; evaluated annually

    Annual Non-Equity Incentives

    Promotes achieving our annual corporate and business division goals.

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

    Stock Incentives

     

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

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



    Each element of compensation is described below, including a discussion of the specific actions taken by the Compensation Committee for 20212022 concerning the CEO and other executive officers.


    Base Salaries for Named Executive Officers


    In determining salary adjustments for the Named Executive Officers, the Compensation Committee considered each executive officer's individual performance and targeted base salary levels within a +/- 15% range around the median base salary paid for executives with similar responsibilities within the Peer Group and survey data. Adjustments are not made each year. As previously discussed, the Compensation Committee did not make adjustments from the 20202021 salaries for any Named Executive Officers.


    32


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



    Name

    FY2020 Salary

    (000s)

    FY2021 Salary

    (000s)

    Merit % Increase

    FY2021 Salary

    (000s)

    FY2022 Salary

    (000s)

    Merit % Increase

    Michael J. Brown

    $

    850

     

    $

    850

     

    —

    %

    $

    850

     

    $

    850

     

    —

    %

    Rick L. Weller

    $

    500

     

    $

    500

     

    		—

    %

    $

    500

     

    $

    500

     

    		—

    %

    Nikos Fountas

    €

    405

     

    €

    405

     

    —

    %

    €

    405

     

    €

    405

     

    —

    %

    Kevin J. Caponecchi

    $

    450

     

    $

    450

     

    —

    %

    $

    450

     

    $

    450

     

    —

    %

    Juan C. Bianchi

    $

    450

     

    $

    450

     

    —

    %

    $

    450

     

    $

    450

     

    —

    %



    Annual Non-Equity Incentive Compensation


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


    Non-equity incentive compensation to executive officers applies Company-wide performance criteria that executives directly influence, to ensure a link between annual performance and actual incentive payments. In December 2020,2021, the Compensation Committee established 20212022 incentive targets for Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi based on predetermined adjusted EPS targets on a constant currency basis.

    28



    For 2021,2022, adjusted EPS on a constant currency basis of $3.00, $3.50$4.75, $5.50 or $4.00$6.50 would result in a payout as a percentage of base salary of 75%, 150% or 300%, respectively, for Mr. Brown, 62.5%, 125% or 250%, respectively, for Mr. Weller and 50%, 100% or 200%, respectively, for each of Messrs. Fountas, Caponecchi and Bianchi. Amounts achieved between target and maximum were calculated based on the proportionate achievement. The threshold, target and maximum adjusted EPS objectives for 20212022 represent a 6%29%, 24%49% and 42%76% increase, respectively, over adjusted EPS of $2.82$3.69 for 2020.2021. For 2021,2022, the Company achieved adjusted EPS of $3.69$6.51 ($3.667.23 on a constant currency basis), which resulted in annual incentive compensation of $1,683,000, $825,000, €534,600, $594,000$2,550,000, $1,250,000, $866,700, $900,000 and $594,000$900,000 being paid to Messrs. Brown, Weller, Fountas, Caponecchi and Bianchi, respectively. Results achieved between the target and maximum were calculated based on their proportionate achievement. 


    Name

    2020 Annual Incentive Plan Payout

    2021 Annual Incentive Plan Payout

    % Increase / (Decrease)

    2021 Annual Incentive Plan Payout

    2022 Annual Incentive Plan Payout

    % Increase / (Decrease)

    Michael J. Brown

    $

    		—

     

    $

    1,683,000

     

    n/a


    $

    		1,683,000

     

    $

    2,550,000

     

    52%


    Rick L. Weller

    $

    		—

     

    $

    825,000

     

    n/a


    $

    		825,000

     

    $

    1,250,000

     

    52%


    Nikos Fountas

    €

    		—

     

    €

    534,600


    n/a


    €

    		534,600

     

    €

    866,700


    62%


    Kevin J. Caponecchi

    $

    		—

     

    $

    594,000

     

    n/a


    $

    		594,000

     

    $

    900,000

     

    52%


    Juan C. Bianchi

    $

    		—

     

    $

    594,000

     

    n/a


    $

    		594,000

     

    $

    900,000

     

    52%



    33


    Stock Incentive Programs


    Our stock incentive plans are designed to promote an alignment of long-term interests between our employees and our Stockholdersstockholders 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.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 Stockholdersstockholders in May 2021, the exercise price of all option awards made to our Named Executive Officers or any of our other employees is fixed at the closing trading price on the date of grant. We do not have a program, plan or practice of awarding options and setting the exercise price based on the stock’s price on a date other than the grant date, and we do not have a practice of determining the exercise price of option grants by using average prices (or lowest prices) of our common stock in a period preceding or following the grant date. 


    Long-Term Equity Incentive Awards


    In December 2021,2022, the Compensation Committee, together in consultation with its compensation consultants, completed the award of equity incentive compensation grants to selected managers and key contributors to the success of the Company’s achievements, including the CEO and other NEOs. To further the long-term growth and success of Euronet, the Committee proposed and the Board approved the granting of awards to motivate the leadership team to remain committed to Euronet's market opportunities in the rapidly changing Fintech market. In that regard, the grants included a combination of performance vesting stock options and performance vesting restricted stock. The RSUs and stock options vest based on service and performance conditions over three to four years. The Committee believes that these awards will provide continued motivation to the leadership team to remain with the Company and capitalize on the very substantial opportunities in the payments industry to continue to grow Stockholderstockholder value.


    As described above, the Compensation Committee reviewed Euronet’s performance in recent years in relation to the executives' incentive targets to confirm that the performance measures the Compensation Committee previously set for performance-based incentive stock awards were sufficiently rigorous and demanding as demonstrated by incentive goal performance ranging from zero achieved to partial achievement to full achievement. After this review, the Compensation Committee determined that the targets and the associated level of compensation awarded to the executive officers have generally been appropriate and challenging.
      As demonstrated by annual incentive achievements over the past three years that range from zero achievement to maximum achievement.  Moreover, long-term share-based compensation performance achievements likewise ranged from zero achievement to maximum achievement. 


    Elements of Compensation


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

    2934



    Compensation Mix




    The Compensation Committee concluded that for 20212022 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.stockholders.

    Graphics

    Graphics


    35


    Benefits


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


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


    Retirement Plans



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

     

    Perquisites and Other Benefits


    Perquisites and other benefits have been a very small part of our executive compensation program. The aggregate incremental cost to the Company of providing perquisites and other benefits to our CEO and the other NEOs as a group in 20212022 was $12,14513,101 and $334,372235,056, respectively, and is included in the “All Other Compensation” column of the Summary Compensation Table on page 34.35. 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.

    30



    Change of Control Policy


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


    Employee and Director Stock Ownership and Hedging Policy

    Euronet also encourages broad-based employee stock ownership through various Stockholderstockholder 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,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:

    36


    engage in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of our securities.


    Director

    Required Stock Ownership

    Current Stock Ownership Position

    Michael J. Brown

    5 times base salary

    345281 times base salary

    Paul S. Althasen

    49 times cash portion of annual retainer

    2651 times cash portion of annual retainer

    Thomas A. McDonnell

    49 times cash portion of annual retainer

    3777 times cash portion of annual retainer

    Dr. Andrej Olechowski

    49 times cash portion of annual retainer

    6 12 times cash portion of annual retainer

    Michael N. Frumkin (1)

    Not applicable

    25 times cash portion of  annual retainer

    Andrew B. Schmitt

    49 times cash portion of annual retainer

    3265 times cash portion of annual retainer

    M. Jeannine Strandjord

    49 times cash portion of  annual retainer

    2041 times cash portion of annual retainer

    Mark R. Callegari

    49  times cash portion of annual retainer

    917 times cash portion of annual retainer

    Ligia Torres FentanesNot applicable2 times cash portion of annual retainer

    (1) Mr. Frumkin wasand Ms. Fentanes were appointed to the Board of Directors on June 9, 2020 and December 6, 2022, respectively and therefore are required to retain 100% of vested shares net of tax until ownership requirement is within the five year compliance period.met.

    31

    Compensation Risk Assessment

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

    37

    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.


    Adjustments to Compensation Plan



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


    Tax Treatment


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

    32


    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 Stockholdersstockholders 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 Stockholdersstockholders and the Compensation Committee will consider Stockholders’stockholders’ concerns and evaluate whether any actions are necessary to address those concerns.



    At last year’s annual meeting, over 82%83% of the votes cast on the advisory vote on executive compensation were in favor of the Company’s NEO compensation as disclosed in the proxy statement. The Board and Compensation Committee believe this affirms that our Stockholdersstockholders 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.



    38

    COMPENSATION COMMITTEE REPORT





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

    Compensation Committee

    Andrew B. Schmitt, Chair

    Thomas A. McDonnell

    M. Jeannine Strandjord

    Dr. Andrzej Olechowski

    Mark R. Callegari

    Paul S. Althasen


    Michael M. Frumkin

    Ligia Torres Fentanes


         The Compensation Committee report and the “Compensation Discussion and Analysis” isare 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.


    3339


     



    COMPENSATION TABLES

    Summary Compensation Table

    The following table sets forth certain information regarding the compensation awarded or paid to our Chief Executive Officer, our Chief Financial Officer and the three other most highly compensated of our executive officers (the “Named Executive Officers”) for the year ended December 31, 20212022 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

     

    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

    2022

     

    $

    850,000

     

    —

     

    $

    5,202,135

     

    $

    5,202,115

     

    $

    2,550,000

     

    $

    13,101

    (4)

    $

    13,817,351

    Chairman, Chief Executive Officer and President

    2020

     

    850,000

     

    —

     

    1,303,424

     

    8,370,000

     

    —

     

    10,242

     

    10,533,666

    2021

     

    850,000

     

    —

     

    4,567,864

     

    4,567,863

     

    1,683,000

     

    12,145

     

    11,680,872

    2019

     

    850,000

     

    —

     

    2,500,107

     

    2,500,000

     

    2,550,000

     

    15,666

     

    8,415,773

    2020

     

    850,000

     

    —

     

    1,303,424

     

    8,370,000

     

    ---

     

    10.242

     

    10,533,666

    Rick L. Weller

    2021

     

    500,000

     

    —

     

    1,386,576

     

    1,386,629

     

    825,000

     

    15,634

    (4)

    4,113,839

    2022

     

    500,000

     

    —

     

    1,582,979

     

    1,582,944

     

    1,250,000

     

    17,130

    (4)

    4,933,053

    Executive Vice President and Chief Financial Officer

    2020

     

    500,000

     

    —

     

    401,421

     

    5,380,000

     

    —

     

    10,242

     

    6,291,663

    2021

     

    500,000

     

    —

     

    1,386,576

     

    1,386,629

     

    825,000

     

    15,634

     

    4,123,399

    2019

     

    500,000

     

    —

     

    3,664,145

     

    3,664,196

     

    900,000

     

    10,260

     

    8,738,601

    2020

     

    500,000

     

    —

     

    401,421

     

    5,380,000

     

    ---

     

    10,242

     

    6,291,663

    Nikos Fountas (5)

    2021

     

    479,115

     

    —

     

    1,339,215

     

    1,339,268

     

    606,343

     

    255,882

    (3)

    4,019,823

    2022

     

    426,655

     

    —

     

    1,483,513

     

    1,483,487

     

    866,700

     

    151,561

    (3)

    4,411,916

    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

    2021

     

    479,115

     

    —

     

    1,339,215

     

    1,339,268

     

    606,343

     

    255,882

     

    4,019,823

    2019

     

    421,410

     

    —

     

    3,114,137

     

    3,114,199

     

    632,115

     

    269,539

     

    7,551,400

    2020

     

    462,186

     

    —

     

    321,078

     

    5,380,000

     

    ---

     

    258,682

     

    6,421,946

    Kevin J. Caponecchi

    2021

     

    450,000

     

    —

     

    1,339,215

     

    1,339,268

     

    594,000

     

    16,508

    (4)

    3,738,991

    2022

     

    450,000

     

    —

     

    1,483,513

     

    1,483,487

     

    900,000

     

    18,065

    (4)

    4,335,065

    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

    2021

     

    450,000

     

    —

     

    1,339,215

     

    1,339,268

     

    594,000

     

    16,508

     

    3,738,991

    2019

     

    365,000

     

    —

     

    3,114,137

     

    3,114,199

     

    547,500

     

    11,193

     

    7,152,029

    2020

     

    450,000

     

    —

     

    321,078

     

    5,380,000

     

    ---

     

    11,175

     

    6,162,253

    Juan C. Bianchi

    2021

     

    450,000

     

    —

     

    1,339,215

     

    1,339,268

     

    594,000

     

    46,348

    (3)

    3,768,831

    2022

     

    450,000

     

    —

     

    1,483,513

     

    1,483,487

     

    900,000

     

    48,300

    (3)

    4,365,300

    Executive Vice President and Chief Executive Officer, Money Transfer Segment

    2020

     

    450,000

     

    —

     

    321,078

     

    5,380,000

     

    —

     

    43,078

     

    6,194,156

    2021

     

    450,000

     

    —

     

    1,339,215

     

    1,339,268

     

    594,000

     

    46,348

     

    3,768,831

    2019

     

    400,000

     

    —

     

    3,114,137

     

    3,114,199

     

    600,000

     

    44,223

     

    7,272,559

    2020

     

    450,000

     

    —

     

    321,078

     

    5,380,000

     

    ---

     

    43,078

     

    6,194,156



    40

    1. Compensation for restricted stock is computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation — Stock Compensation. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2021.2022. Restricted stock awards for each fiscal year include awards subject to performance conditions that were valued based on the assumption the highest level of the performance targets would be achieved.
      34



    2. Compensation for stock options is computed in accordance with the provisions of ASC Topic 718. Amounts represent the grant date fair value determined using the Black-Scholes-Merton model or a Monte Carlo simulation. The grant date fair values are only theoretical values and may not accurately determine present value. The actual value, if any, to be realized from an option will depend on the excess of the market value of the Common Stock over the exercise price on the date the option is exercised. Assumptions used in calculating the aggregate grant date fair value in accordance with ASC Topic 718 are set out in Note 16 to our audited consolidated financial statements contained in the Form 10-K for the fiscal year ended December 31, 2021.

      2022.
    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

     

    		Other (b)

    Total

     

    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

     

    $

    —

     

    $

    —

     

    $

    6,684

     

     

    $

    144,877

     

    $


     

    $


     

    		$—

    $

    151,561

    Juan C. Bianchi

     

    7,200

     

    8,700

     

    29,454

    (a)

     

    —

     

    —

     

    —

     


    		994

    46,348

     

    7,200

     

    13,500

     

    27,600

    (a)

     

    —

     

    —

     

    —

     




    48,300



    (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. 

    (b) Mr. Bianchi received an anniversary gift valued at $994.


    4. Other compensation forMessrs. Brown, Weller andCaponecchiis comprised of matching contributions under theEuronet 401(k) Plan and group life insurance premiums.



    5. Mr. Fountas was paid in British pounds during 20212022 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$1.233 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 20212022

    The following table summarizes estimated possible payouts under non-equity incentive plan awards made to Named Executive Officers during the fiscal year ended December 31, 2021.2022. See "Compensation Discussion and Analysis - Elements of Compensation - Annual Non-Equity Incentive Compensation" on page 2834 for a description of the performance criteria for these awards.

     

    Estimated Possible Payouts Under

    Non-Equity Incentive Plan Awards

     

    Estimated Possible Payouts Under

    Non-Equity Incentive Plan Awards

    Name

     

    Threshold ($)

     

    Target ($)

     

    Maximum ($)

     

    Threshold ($)

     

    Target ($)

     

    Maximum ($)

    Michael J. Brown

     

    $

    637,500

     

    $

    1,275,000

     

    $

    2,550,000

     

    $

    637,500

     

    $

    1,275,000

     

    $

    2,550,000

    Rick L. Weller

     

    312,500

     

    625,000

     

    1,250,000

     

    312,500

     

    625,000

     

    1,250,000

    Nikos Fountas

     

    229,676

     

    459,351

     

    918,702

     

    216,675

     

    433,350

     

    866,700

    Kevin J. Caponecchi

     

    225,000

     

    450,000

     

    900,000

     

    225,000

     

    450,000

     

    900,000

    Juan C. Bianchi

     

    225,000

     

    450,000

     

    900,000

     

    225,000

     

    450,000

     

    900,000

    3541



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

    2022.


     

     

     

     

     

    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

     

    12/6/2022

    (1)

     

    19,212

     

    38,423

     

    57,635

     

     

     

     

     

    $ 


     

    $

    5,202,135

     

     

    12/6/2022

    (2)

     

     

     

    141,747

     

     

     

     

     

     

     

    90.26

     

    5,202,115

    Rick L. Weller

     

    12/6/2022

    (1)

     

    5,846

     

    11,692

     

    17,538

     

     

     

     

     

     

     

    1,582,979

     

     

    12/6/2022

    (2)

     

     

     

    43,132

     


     

     

     

     

     

    90.26

     

    1,582,944

    Nikos Fountas

     

    12/6/2022

    (1)

     

    5,479

     

    10,957

     

    16,436

     

     

     

     

     

     

     

    1,483,513

     

     

    12/6/2022

    (2)

     

     

     

    40,422

     


     

     

     

     

     

    90.26

     

    1,483,487

    Kevin J. Caponecchi

     

    12/6/2022

    (1)

     


    5,479

     


    10,957

     


    16,436

     

     

     

     

     

     

     

    1,483,513

     

     

    12/6/2022

    (2)

     

     

     

    40,422

     


     

     

     

     

     

    90.26

     

    1,483,487

    Juan C. Bianchi

     

    12/2/2022

    (1)

     

    5,479

     

    10,957

     

    16,436

     

     

     

     

     

     

     

    1,483,513

     

     

    12/2/2022

    (2)

     

     

     

    40,422

     


     

     

     

     

     

    90.26

     

    1,483,487

    1. 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, 2025 and 2025;2026; 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%One-third of the award will vest if the Company achieves a threshold 5%2% CAGR, 40%two-thirds of the award will vest if the Company achieves a target 7.5%5% CAGR, and 60%all of the award will vest if the Company achieves a maximum 10%7% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2024.2025.
    2. 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.


    3642



    Outstanding Equity Awards at Fiscal Year-End for 20212022


    The following table sets forth equity awards outstanding for the Named Executive Officers as of December 31, 2021.2022.

     

     

    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 ($)

    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

     





     






    		12/13/201659,277



    		73.7212/13/2026
    		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


    		12/8/202025,000

    		50,000(10)133.2212/8/2030








    		12/8/2020
    		25,000(11)50,000(11)133.2212/8/2030








    		12/7/2021 


    		113,346
    		(1)116.0812/7/2031




    		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)98.4611/5/2030








    		12/7/2021


    		34,408(1)116.0812/7/2031




    		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 

    12/10/2013

    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

     





     






    		12/13/201659,277



    		73.7212/13/2026









     

    12/12/2017

    52,464



     

     

    91.99

    12/12/2027

     

    1,304

    (2)

    123,072

     





     

    12/12/2018

    32,297

    8,074

    (3)

     

     

    111.45

    12/12/2028

     

    1,077

    (4)

    101,647

     

    1,076

    (4)

    101,553

     

    12/10/2019

    46,248

    15,416

    (5)

     

     

    154.28

    12/10/2029

     

    1,620

    (6)

    152,896

     

    1,620

    (6)

    152,896


    		12/8/202050,000

    		25,000(7)133.2212/8/2030








    		12/8/202037,500


    		37,500(8)133.2212/8/2030








    		12/7/2021 


    		113,346
    		(14)116.0812/7/2031
    		3,955
    		(15)
    		371,385

    		35,416(15)3,492,562

    		12/6/2022



    		141,747
    		(1)
    		90.26
    		12/6/2032





    		57,635
    		(1)
    		5,439,591

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Rick L. Weller 

    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

     




     




     

    12/12/2017

    21,860



     

     

    91.99

    12/12/2027

     

    543

    (2)

    51,248

     




     

    12/12/2018

    24,761

    6,190

    (3)

     

     

    111.45

    12/12/2028

     

    826

    (4)

    77,958

     

    825

    (4)

    77,864

     

    4/4/2019

      13,620 

     

     

    13,619

    (9)

    141.03

    4/4/2029

     

     4,432

    (10) 

    418,292 

     

    4,431

    (10)

    418,198

     

    4/4/2019

    8,403 

     

     

    8,403

    (11)

    141.03

    4/4/2029

     

    2,734 

    (12) 

    258,035 

     

    2,734

    (12)

    258,035

     

    12/10/2019

    21,274

    7,091

    (5)

     

     

    154.28

    12/10/2029

     

    746 

    (6)

    70,407

     

    745

    (10)

    70,313


    		11/5/202066,667


    		133,333(13)98.4611/5/2030








    		12/7/2021


    		34,408(15)
    		116.0812/7/2031
    		1,195
    		(14)
    		112,784

    		10,750(14)1,014,585

    		12/6/2022



    		43,132
    		(1)
    		90.26
    		12/6/2032





    		17,538
    		(1)
    		1,655,236


    3743






    		Option Awards
    		Restricted Stock Awards
    		Option Awards
    		Restricted Stock Awards
    NameGrant 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 ($)

    		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 Fountas12/10/201318,991



    		45.93
    		12/10/2023







    		12/10/201318,991



    		45.93
    		12/10/2023








    		12/10/201421,479



    		56.24
    		12/10/2024







    		12/10/201421,479



    		56.24
    		12/10/2024








    		12/10/201516,341



    		74.72
    		12/10/2025







    		12/10/201516,341



    		74.72
    		12/10/2025








    		12/13/201619,759



    		73.72
    		12/13/2026
    		542(2)64,590



    		12/13/201619,759



    		73.72
    		12/13/2026








    		12/12/201713,9903,498(3)

    		91.99
    		12/12/2027
    		435(4)51,839
    		434(4)51,72012/12/201717,488



    		91.99
    		12/12/2027
    		434(2)40,961




    		12/12/20188,0745,383(5)

    		111.45
    		12/12/2028
    		359(6)42,782
    		718(6)85,56412/12/201810,7662,691(3)

    		111.45
    		12/12/2028
    		359(4)33,882
    		359(4)33,882

    		4/4/2019


    		27,239(12)141.03
    		4/4/2029




    		8,863(13)1,056,2044/4/201913,620


    		13,619(9)141.03
    		4/4/2029
    		4,432
    		(10)
    		418,292
    		4,431(10)418,198

    		4/4/2019


    		8,383(14)141.03
    		4/4/2029




    		2,728(15)325,0964/4/20198,403


    		8,403(11)141.03
    		4/4/2029
    		2,734
    		(12)
    		258,035

    		2,734(12)258,035

    		12/10/20197,4007,399(7)

    		154.28
    		12/10/2029
    		389(8)46,357
    		778(8)92,71412/10/201911,0993,700(5)

    		154.28
    		12/10/2029
    		389(6)36,714
    		389(6)36,714

    		12/10/2019












    		583(9)69,47611/5/202066,667

    		133,333(13)98.46
    		11/5/2030








    		11/5/2020


    		200,000(16)98.46
    		11/5/2030







    		12/7/2021


    		33,232(15)
    		116.08
    		12/7/2031
    		1,154
    		(14)
    		108,915
    		10,383(14)979,948

    		12/7/2021


    		33,232(1)
    		116.08
    		12/7/2031




    		11,537(1)1,374,86412/6/2022



    		40,422
    		(1)
    		90.26

    		12/6/2032





    		16,436
    		(1)
    		1,551,230



































    Kevin J. Caponecchi

    12/10/2014

    11,849

     

     

     

     

    56.24

     

    12/10/2024

     




     

     

     

     

    12/10/2014

    11,849

     

     

     

     

    56.24

     

    12/10/2024

     




     

     

     

     

    12/10/2015

    20,426



     

     

    74.72

     

    12/10/2025

     




     




    12/10/2015

    20,426



     

     

    74.72

     

    12/10/2025

     




     




    12/13/2016

    19,759



     

     

    73.72

     

    12/13/2026

     

    542

    (2)

    64,590

     




    12/13/2016

    19,759



     

     

    73.72

     

    12/13/2026

     




     




    12/12/2017

    13,990

    3,498

    (3)

     

     

    91.99

     

    12/12/2027

     

    435

    (4)

    51,839

     

    434

    (4)

    51,270

    12/12/2017

    17,488



     

     

    91.99

     

    12/12/2027

     

    434

    (2)

    40,961

     




    12/12/2018

    8,074

    5,383

    (5)

     

     

    111.45

     

    12/12/2028

     

    359

    (6)

    42,782

     

    718

    (6)

    85,564

    12/12/2018

    10,766

    2,691

    (3)

     

     

    111.45

     

    12/12/2028

     

    359

    (4)

    33,882

     

    359

    (4)

    33,882

    4/4/2019

     

     

     

    27,239

    (12)

    141.03

     

    4/4/2029

     

     

     

     

     

    8,863

    (13)

    1,056,204

    4/4/2019

     13,619

     

     

    13,619

    (9)

    141.03

     

    4/4/2029

     

     4,432

    (10) 

     418,292

     

    4,431

    (10)

    418,198

    4/4/2019

     

     

     

    8,383

    (14)

    141.03

     

    4/4/2029

     

     

     

     

     

    2,728

    (15)

    325,096

    4/4/2019

     8,403

     

     

    8,403

    (11)

    141.03

     

    4/4/2029

     

     2,734

    (12) 

     258,035

     

    2,734

    (12)

    258,035

    12/10/2019

    7,400

    7,399

    (7)

     

     

    154.28

     

    12/10/2029

     

    389

    (8)

    46,357

     

    778

    (8)

    92,714

    12/10/2019

    11,099

    3,700

    (5)

     

     

    154.28

     

    12/10/2029

     

    389

    (6)

    36,714

     

    389

    (6)

    36,714

    12/10/2019

     

     

     

     

     

     

     

     

     

     

     

     

     

    583

    (9)

    69,476

    		11/5/202066,667

    		133,333(13)98.46
    		11/5/2030








    		11/5/2020


    		200,000(16)98.46
    		11/5/2030







    		12/7/2021


    		33,232(15)116.08
    		12/7/2031
    		1,154(14)
    		108,915

    		10,383(14)979,948

    		12/7/2021


    		33,232(1)116.08
    		12/7/2031




    		11,537(1)1,374,86412/6/2022


    		40,422
    		(1)
    		90.26
    		12/16/2032





    		16,436(1)
    		1,551,230


    3844






    		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
    1. See footnotes to table under “Grants of Plan-Based Awards for 2021” for a description of the vesting schedule for these awards.
    2. 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.
    3. 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.
    4. 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.
    5. 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.
    6. 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.
    7. 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.
    8. 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 ($)

      Juan C. Bianchi

      12/10/2015

      3,268





      74.72


      12/10/2025









       

      12/13/2016

      7,903





      73.72


      12/13/2026









       

      12/12/2017

      10,493





      91.99


      12/12/2027


      434

      (2)

      40,961





       

      12/12/2018

      8,075

      2,691

      (3)



      111.45


      12/12/2028


      359

      (4)

      33,882


      359

      (4)

      33,882

       

      4/4/2019

       13,619

       

       

      13,619

      (9)

      141.03

       

      4/4/2029


      4,432

      (10)

      418,292


      4,431

      (10)

      418,198

       

      4/4/2019

       8,403

       

       

      8,403

      (11)

      141.03

       

      4/4/2029


      2,734

      (12)

      285,035


      2,734

      (12)

      285,035

       

      12/10/2019

      11,099

      3,700

      (5)



      154.28


      12/10/2029


      389

      (6)

      36,714 


      389

      (6)

      36,714

       

      11/5/2020

      66,667



      133,333

      (13) 

      98.46


      11/5/2030










      		12/7/2021


      		33,232(15)116.08
      		12/7/2031
      		1,154
      		(14)
      		108,915

      		10,383(14)979,948

      		12/6/2022



      		40,422
      		(1)
      		90.26

      		12//06/32





      		16,436
      		(1)
      		1,551,230


      3945


    9. 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.
    10. 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.
    11. 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.
    12. 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.
    13. 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.
    14. 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.
    15. 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.
    16. 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 2022” for a description of the vesting schedule for these awards.
    2.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 2022 performance vested on February 22, 2023.
    3.Stock option award granted December 12, 2018. The remaining unexercisable stock options will vest December 12,2023, contingent upon the Named Executive Officer's continued employment on the vesting dates.
    4.Restricted stock award granted on December 12, 2018. The remaining award will vest  fiscal year 2023, contingent upon the achievement of adjusted operating income of $60 million for such year and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2022 performance vested on February 22, 2023.
    5.Stock option award granted December 10, 2019. The remaining unexercisable stock options will vest of December 12, 2023, contingent upon the Named Executive Officer's continued employment on the vesting date.
    6.Restricted stock award granted on December 10, 2019. The remaining award will vest on fiscal year 2023, contingent upon the achievement of adjusted operating income of $60 million such year and the Named Executive Officer’s continued employment on the vesting date. The shares earned based on 2022 performance vested on February 22, 2023.
    7.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.
    8.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.
    9.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.


    4046



    10.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.
    11.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.
    12.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.
    13.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.
    14.Restricted stock award granted December 7, 2021 that has two components: 1) 40% of the award will vest evenly over four years subject to the Company producing at least $60 million adjusted operating income each year of vesting upon the filing of the Company's annual Form 10-K for the years ending 2022, 2023, 2024 and 2025; and 2) up to 60% of the award will vest at the end of the third calendar year subject to the Company achieving compounded annualized growth rates ("CAGR") in adjusted constant currency earnings per share. 20% of the award will vest if the Company achieves a threshold 5% CAGR, 40% of the award will vest if the Company achieves a target 7.5% CAGR, and 60% of the award will vest if the Company achieves a maximum 10% CAGR vesting upon the filing of the Company's annual Form 10-K for the year ending 2024.
    15.Stock option award granted December 7, 2021 that vests evenly over four years upon the achievement of a 10% increase over the share price on the date of the grant for 30 consecutive days.


    Option Exercises and Stock Vested for 20212022



    The following table sets forth certain information concerning options exercised andstock vested for the Named Executive Officers during the fiscal year ended December 31, 2021.2022.



    Option Awards

     

    Stock Awards

    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 ($)

    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

    101,844

     

    $

    6,982,794

     

    5,629

     

    $

    757,157

    Rick L. Weller

    73,139

     

    7,410,443

     

    7,540

     

    1,025,307

    50,922

     

    3,366,453

     

    2,792

     

    375,552

    Nikos Fountas

    		—

     

    		—

     

    5,415

     

    723,849

    		—

     

    		—

     

    1,725

     

    232,020

    Kevin J. Caponecchi

    		—

     

    		—

     

    5,522

     

    740,570

    		—

     

    		—

     

    1,725

     

    232,030

    Juan C. Bianchi

    		—

     

    		—

     

    5,415

     

    723,849

    		—

     

    		—

     

    1,725

     

    232,030

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

    47


    Employment Agreements


    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.

    41


             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, 2021:
    2022:

    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


    Name

     

    Base Salary

     

    Unvested

    Equity Comp(1)

     

    Benefits

     

    Total

    Michael J. Brown

     

    $

    1,700,000

     

    $

    3,202,017

     

    $

    26,202

     

    $

    4,928,219

    Rick L. Weller

     

    1,000,000

     

    2,518,316

     

    34,260

     

    3,552,576

    Kevin J. Caponecchi

     

    900,000

     

    2,317,536

     

    36,130

     

    3,253,666

    Juan C. Bianchi

     

    900,000

     

    2,317,536

     

    55,200

     

    3,272,736

    1. Represents value of unvested awards at December 31, 20212022 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, 20212022 price through the 24-month vesting period.
    48

    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 Stockholdersstockholders 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, 2021,2022, 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

     

    $

    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


    Name

     

    Base Salary

     

    Unvested

    Equity Comp(1)

     

    Benefits

     

    Total

    Michael J. Brown

     

    $

    2,277,144

     

    $

    10,246,622

     

    $

    39,305

     

    $

    12,563,071

    Rick L. Weller

     

    1,339,496

     

    4,660,565

     

    51,390

     

    6,087,451

    Kevin J. Caponecchi

     

    1,205,547

     

    4,341,344

     

    54,195

     

    5,601,086

    Juan C. Bianchi

     

    1,205,547

     

    4,341,344

     

    82,800

     

    5,629,691

    1. Represents the value of all unvested equity awards at December 31, 2021.2022.

    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 20212022 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, 2021.

    42


    2022.



    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, 2021,2022, the value of unvested equity awards outstanding that would vest in the event of death was $7,208,271$10,246,622 for Mr. Brown, $8,172,607$4,660,565 for Mr. Weller and $7,642,526$4,341,344 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, 20212022 represented $850,000 for Mr. Brown, $500,000 for Mr. Weller and $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, 2021,2022, the value of unvested equity awards outstanding that would vest in the event of disability was $7,208,271$10,246,622 for Mr. Brown, $8,172,607$4,660,565 for Mr. Weller and $7,642,526$4,341,344 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.


    49


    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, 20212022 represented a total of $900,000. Mr. Caponecchi’s employment agreement also stipulates that all unvested equity incentive awards shall vest immediately, which represents $7,642,526$4,341,344 as of December 31, 2021.2022. 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


    Mr. Fountas entered into a newan 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.

    43


    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, 2021,2022, assuming no notice was given prior to such termination:



    Name

     

    Base Salary(1)

     

    Unvested

    Equity Comp(2)

     

    Benefits

     

    Total

     

    Base Salary(1)

     

    Unvested

    Equity Comp(2)

     

    Benefits

     

    Total

    Nikos Fountas

     

    $

    958,230

     

    $

    2,812,682

     

     

    $

    —

     

    $

    3,770,912

     

    $

    851,310

     

    $

    2,317,536


     

    $

    —

     

    $

    3,168,846

    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 $1.3755$1.233 per pound for the year ended December 31, 2021.2022. 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, 20212022 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.

    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.

    50


    Assuming a "change in control" occurred on December 31, 2021,2022, 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

     

    $

    1,347,464

     

    $

    7,642,526

     

     

    $

    8,980,990



    Name

     

    Base Salary(1)

     

    Unvested

    Equity Comp(2)

     

    Total

    Nikos Fountas

     

    $

    1,197,113

     

    $

    4,341,344

     

     

    $

    5,538,457


    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 $1.3755 per$1.233per pound as of December 31, 2021.2022. 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, 2021.2022.


    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 ($479,115)426,115), 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, 20212022 represented a total of $2,625,273.$2,174,208.

    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% percent 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.

    44


    CEO Pay Ratio


    The Company's compensation and benefits philosophy and the overall structure of its compensation and benefit programs are broadly similar across the organization to encourage and reward all employees who contribute to the Company's success. Euronet strives to ensure the pay of every employee reflects the level of their job impact and responsibilities and is competitive within the Company's peer group. Compensation rates are benchmarked and set to be market-competitive in the country in which the jobs are performed. Euronet's ongoing commitment to pay equity is critical to its success in supporting a diverse workforce with opportunities for all employees to grow, develop and contribute. Euronet employs over 8,8009,500 people in more than 5056 countries.



    The ratio of the 20212022 total annual compensation of the CEO to that of the median of the Company's other employees was 401:499:1.


    The median employee was identified by using the annual base salary of all employees as of December 31, 2021.2022. Amounts stated in foreign currency were converted into U.S. dollars at the average 20212022 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 5056 countries using myriad payroll systems. However, our assessment is that the exclusion of compensation elements other than base salary does not materially affect the identification of the median employee.


    For 2021,2022, the annual total compensation of the median employee was $29,102$27,713 and the annual total compensation of our CEO was $11,680,87213,817,351. 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.

    51


    Shares Issuable under Stockholder 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, 2021.2022.


     

    (a)

     

    (b)

     

    (c)

     

    (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)

     


     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

     

     

     

     

     

     

    4,695,972

     

    Stock option awards

     

    4,309,201

     

    $

    102.19

     

     

     

    4,703,405

     

    $

    103.51

     

     

    Restricted stock unit awards

     

    535,104

     

    —

     

     

     

    676,455

     

    —

     

     

    Equity compensation plans not approved by security holders

     

    —

     

    —

     

    —

     

     

    —

     

    —

     

    —

     

    Total

     

    4,844,305

     

    $

    102.19

     

    5,380,081

     

     

    5,379,8.060

     

    $

    103.51

     

    4,695,972

     

    1. The weighted average exercise price in this column does not take into account the restricted stock unit awards.
    2. Included in this column isare 0.2 million shares remaining under our employee stock purchase plan. During 2021,2022, Euronet issued 20,67629,999 shares to employees under the employee stock purchase plan.plan

    Pay Versus Performance

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






    		Value of Initial fixed $100 investment based on:

    Summary Compensation Total Table  for PEO
    		Compensation Actually Paid to PEO
    		Average Summary Compensation Table Total for Non-PEO NEO
    		Average Compensation Actually Paid to Non-PEO NEOs
    		Total Shareholder Return (TSR)
    		Peer Group Total Shareholder Return
    		Net Income ($ millions)
    		Company Selected Measure (CSM) - Constant Currency Adjusted Earnings per Share
    Year
    		($) (1) 
    		(2) 
    		(3) 
    		(4) 
    		(5) 
    		(6) 
    		(7) 
    		(8)
    (a)
    		(b) 
    		(c)  
    		(d) 
    		(e)  
    		(f) 
    		(g) 
    		(h) 
    		(i)
    2022$13,817,351 $11,540,240 $4,511,334 $3,949,725 $91.98 $117.58 $231 $7.23
    2021$11,680,872 $8,155,437 $3,910,371 $
    		822,983 $
    		75.63 $
    		135.32 $70.7 $
    		3.66
    2020$10,533,666 $10,326,215 $
    		6,267,505 $8,741,455 $59.90 $132.61 $
    		(3.3) $
    		2.89



    		(1)

    The dollar amounts reported in column (b) are the amounts reported for Mr. Brown, our CEO (referred to in the table and related information as the “PEO” or principal executive officer), for each corresponding year in the Total column of the Summary Compensation Table. Refer to the 2022 Summary Compensation Table.


    		(2)

    The dollar amounts reported in column (c) represent the amount of “compensation actually paid to Mr. Brown, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation realized or received by Mr. Brown. In accordance with these rules, these amounts reflect Total compensation as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718.

    4552



    Compensation Actually Paid to PEO 2022 
    		2021 
    		2020
    Summary Compensation Table Total $13,817,351 $11,680,872 $10,533,666
      Less, value of Stock Awards reported in Summary Compensation Table (10,404,250) 
    		(9,135,727)

    		(9,673,424)
      Less, Change in Pension Value reported in Summary Compensation Table    - 
    		- 
    		-
      Plus, year-end fair value of outstanding and unvested equity awards granted in the year 10,910,614 
    		9,384,222 
    		10,381,368
      Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years(1,648,612) 
    		(2,369,813) 
    		353,655
      Plus fair value as of the vesting date of equity awards granted and vested in the year - 
    		- 
    		-
      Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year23,827 
    		(233,888) 
    		272,517
      Less, prior year-end fair value for any equity awards forfeited in the year (1,158,690) 
    		(1,170,229) 
    		(1,541,567)
      Plus, pension service cost for services rendered during the year - 
    		- 
    		-
    Compensation Actually Paid to PEO as calculated $11,540,240 $8,155,437 $10,326,215



    		(3)

    The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s NEOs as a group (excluding Mr. Brown in the Total column of the Summary Compensation Table in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows:  Rick L. Weller, Nikos Fountas, Kevin J. Caponecchi, and Juan C. Bianchi.


    		(4)

    The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to NEOs as a group (excluding Mr. Brown), as computed in accordance with item 402(v) of Regulation S-K.

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


    Average Compensation Paid to Non-PEO NEOs
    		2022 
    		2021 
    		2020
    Summary Compensation Table Total$4,511,334 $3,910,371 $6,267,505
      Less, value of Stock Awards reported in Summary Compensation Table
    		(3,016,730) 
    		(2,702,164)

    		(5,721,164)
      Less, Change in Pension Value reported in Summary Compensation Table
    		- 
    		- 
    		-
      Plus, year-end fair value of outstanding and unvested equity awards granted in the year
    		3,163,551 
    		2,772,164 
    		8,827,358
      Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in the year
    		(629,997) 
    		(2,555,345) 
    		(167,623)
      Plus fair value as of the vesting date of equity awards granted and vested prior years
    		- 
    		- 
    		-
      Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year
    		263,317 
    		(85,149) 
    		81,324
      Less, prior year-end fair value for any equity awards forfeited in the year
    		(341,750) 
    		(516,894) 
    		(545,945
      Plus, pension service cost for services rendered during the year
    		- 
    		- 
    		-  
    Average Compensation Actually Paid to Non-PEO NEOs$3,949,725 $822,983 $8,741,455



    		(5)

    Cumulative TSR is calculated by dividing the difference between the Company’s share price at the end of each fiscal year shown and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is the closing price on December 31, 2019


    		(6)

    The peer group used for calculating Peer Group Total Shareholder Return is the same peer group used by the Company for benchmarking compensation.


    		(7)

    The amounts reported are from the Company’s audited financial statements for the applicable year.


    		(8)

    Adjusted Earnings per Share on a constant currency basis is a non-GAAP financial measure. For additional information including a corresponding reconciliation to GAAP financial measures, see Appendix A Reconciliation of Adjusted Earnings per Share on a constant currency basis. 

    53


    Pay versus Performance: Most Important Measures 


    The most important financial performance measure used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance is Adjusted Earnings per Share on a constant currency basis. This performance measure is included and considered in the evaluation of Company performance as part of executive compensation.


    Pay Versus Performance: Graphical Description


    The illustrations below provide a graphical description of CAP and the following measures:



    Graphics

    54


    Graphics


    Graphics


    55

    DIRECTOR COMPENSATION

     

    In 2021,2022, non-management Directors received $225,000$250,000 annually for serving on the Board. The Board fee consisted of annual cash compensation in the amount of $100,000 paid at the beginning of the term and common stock valued at $125,000$150,000 that is granted on the date of our annual meeting of Stockholdersstockholders 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,$25,000, (iii) the Chairman of the Compensation Committee received cash compensation of $15,000,$20,000, and (iv) the Chairman of the Nominating and Corporate Governance Committee received cash compensation of $12,500. Non-management$15,000. Directors are reimbursed for reasonable expenses incurred in connection with Board-related activities. 

    In February 2022, the Board accepted the compensation consultant's recommendationmay elect to increase the stock portiontake all of their 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 practiceas an award 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 incommon stock.


    We believe that the compensation paid to non-management Directors in 20212022 was appropriate.


    During 2021,2022, in addition to reimbursement of out-of-pocket expenses, each non-management Director was compensated as summarized in the table below:


    Director Compensation for 20212022

    Name

     

    Fees Earned

    or Paid in

    Cash

     

    Stock

    Awards(5)

     

    Total

     

    Fees Earned

    or Paid in

    Cash

     

    Stock

    Awards(5)

     

    Total

    Thomas A. McDonnell (1)

     

    $

    130,000

     

     

    $

    125,000

     

     

    $

    255,000

     

     

    $

    130,000

     

     

    $

    150,000

     

     

    $

    280,000

     

    M. Jeannine Strandjord (2)

     

    120,000

     

     

    125,000

     

     

    245,000

     

     

    125,000

     

     

    150,000

     

     

    275,000

     

    Andrew B. Schmitt (3)

     

    115,000

     

     

    125,000

     

     

    240,000

     

     

    120,000

     

     

    150,000

     

     

    270,000

     

    Paul S. Althasen (4)

     

    112,500

     

     

    125,000

     

     

    237,500

     

     

    115,000

     

     

    150,000

     

     

    265,000

     

    Michael N. Frumkin

     

    100,000

     

     

    125,000

     

     

    225,000

     

     

    100,000

     

     

    150,000

     

     

    250,000

     

    Dr. Andrzej Olechowski

     

    100,000

     

     

    125,000

     

     

    225,000

     

     

    100,000

     

     

    150,000

     

     

    250,000

     

    Mark R. Callegari

     

    100,000

     

     

    125,000

     

     

    225,000

     

     

    100,000

     

     

    150,000

     

     

    250,000

     

    Ligia Torres Fentanes
    		100,000

    		150,000

    		250,000
    1. Includes $30,000 in cash for his role as Lead Independent Director.
    2. Includes $20,000$25,000 in cash for her role as Chairperson of the Audit Committee.

    3. Includes $15,000$20,000 in cash for his role as ChairmanChairperson of the Compensation Committee.
    4. Includes $12,500$15,000 in cash for his role as ChairmanChairperson of the Nominating and Corporate Governance Committee.
    5. The stock awards granted to Directors as compensation vest immediately on the grant date. For 2021,2022, the value per share at the grant date (May 18, 2021,2022, the date of last year's annual meeting) was $142.21$114.05 per share 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, Mark R. Callegari, and Paul S. Althasen)Althasen, Michael N. Frumkin, and Ligia Torres Fentanes) (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.


    4656




    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 20212022 was $0.1$0.2 million.


    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 was 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.


    AUDIT MATTERS



    Report of the Audit Committee


    The Audit Committee reviewed and discussed Euronet’s audited consolidated financial statements for fiscal year 2021 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, 20212022 for filing with the SEC.


    Audit Committee

    M. Jeannine Strandjord, Chair

    Thomas A. McDonnell

    Andrew B. Schmitt

    Mark R. Callegari


    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.

    57

    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, 2021.2022. 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, 2021.

    47


    2022.


    Audit Fees


    Audit fees for financial statement audits were $2,854,105$2,909,431 during 20212022 and $2,741,4622,854,105 during 2020.2021. 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



    Audit-related fees were $0 during 2022 compared to $240,800 during 2021 compared to $220,956 during 2020.2021. 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.


    Tax Fees


    There were no$65,800 in tax fees during 20212022 and $75,600$0 during 2020.2021. This category includes fees associated with tax compliance and other services related to tax disclosure and filing requirements.


    All Other Fees


    No other fees were paid to KPMG LLP during both 20212022 and 2020.2021.


    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 2021.

    2022. 


    58


    OTHER MATTERS



    Other Business



    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.


    Householding


    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 Stockholdersstockholders 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 Stockholdersstockholders and/or Proxy Statement, we will send copies to you if you contact us by writing to the Secretary of Euronet, 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 Stockholdersstockholders 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.

    48


    Proposals for Inclusion in Euronet’s Proxy Statement


    You may submit proposals for consideration at future Stockholderstockholder meetings. For a Stockholderstockholder proposal to be considered for inclusion in Euronet’s Proxy Statement for the annual Stockholderstockholder meeting next year, the Secretary must receive the written proposal at our principal executive offices no later than December 9, 2022.8, 2023. 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:

    Secretary

    Euronet Worldwide, Inc.

    11400 Tomahawk Creek Parkway, Suite 300

    Leawood, Kansas 66211

     

    If Euronet intends to exclude such a Stockholderstockholder 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 Stockholderstockholder with a copy of Euronet’s submission.


    Proposals Not Intended for Inclusion in Euronet’s Proxy Statement


    For a Stockholderstockholder proposal that is not intended to be included in Euronet’s Proxy Statement for the annual meeting next year under Rule 14a-8, the Stockholderstockholder 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:

    If the date of the Stockholderstockholder meeting is moved more than 30 days before or 60 days after the anniversary of Euronet’s Annual Meeting for 2022,2023, then notice of a Stockholderstockholder 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 

    59


    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 Stockholdersstockholders to nominate Directors for election at an annual Stockholderstockholder meeting. To nominate a Director, the Stockholderstockholder must deliver the information required by our Bylaws.


    To nominate an individual for election at the 20232024 Annual Meeting, the Stockholderstockholder 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 18, 202319, 2024 and the close of business on February 17, 202316, 2024, unless the date of the Stockholderstockholder meeting is moved more than 30 days before or 60 days after the anniversary of our Annual Meeting for 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 20232024 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, Stockholdersstockholders 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, 2023.2024.


    49

    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 Stockholderstockholder 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,

    Graphics

    Scott D. Claassen

    General Counsel and Secretary

    April 8, 20227, 2023



    60


    APPENDIX A



    Reconciliation of Non-GAAP Measures



    Adjusted operating income, adjusted EPS, revenue on a constant currency basis, adjusted operating income on a constant currency basis, and adjusted EPS on a constant currency basis are non-GAAP financial measures that exclude certain items 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 Net Income to Operating Income and Adjusted Operating Income

    (in millions)

     

     

    Year ended December 31,

     

     

     

     

    2022

     

    2021

     

    % Change

    Net (loss) income

     

    $

    230.7

     

    $

    70.5

     

     

    Add: Income tax expense

     

    91.9

     

    		65.1

     

     

    Add: Total other expense, net

     

     62.8 

     

    		48.4

     

     

    Operating income

     

    $

    385.4

     

    $

    		184.0

     

     

    Add: Contract asset impairment

     


     

    		38.6

     

     

    Adjusted operating income

     

    $

    385.4

     

    $

    		222.6

     

    		73%

    Impact of foreign currency

     

    54.5

     


     

    25%

    Constant currency adjusted operating income

     

    $

    		439.9

     

      


     

    98%


    Reconciliation of revenue on a constant currency basis






    (in millions)








    		Year ended December 31,



    		2022
    		2021
    		% Change
    Revenue
    		$3,358.8
    		$2,995.5
    		12%
    Estimated foreign currency impact

    		292.2


    		10%
    Revenue on a constant currency basis
    		$3,651.0



    		22%



    5061


    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 Adjusted Earnings per Share (EPS)

     (in millions, except share and per share data)

     

     

    Year ended December 31,

     

     

     

     

    2022

     

    2021

     

    % Change

    Net (loss) income attributable to Euronet Worldwide, Inc.

     

    $

    231.0

     

    $

    		70.7

     

     

    Foreign currency exchange loss

     

    28.2

     

    		10.8

     

     

    Acquired intangible asset amortization

     

     27.0 

     

    		23.1

     

     

    Share-based compensation

     

     44.0 

     

    		36.6

     

     

    Contract asset impairment

     

    		—

     

    38.6

     

     

    Non-cash interest accretion

     

        — 

     

    		16.0

     

     

    Income tax effect of above adjustments

     

    12.7

     

    (13.8)

     

     

    Non-cash GAAP tax expense (benefit)

     

    (11.3)

     

    		16.4

     

     

    Adjusted earnings

     

    $

     331.6 

     

    $

     198.4 

     

     

    Adjusted earnings per share - diluted

     

    $

     6.51 

     

    $

     3.69 

     

    76%

    Estimated foreign currency impact
    		0.72 


    		20%
    Adjusted earnings per share - diluted - on a constant currency basis
    		7.23 


    		96%

     

     

     

     

     

     

     

    Diluted weighted average shares outstanding (GAAP)

     

     53,463,308 

     

     53,529,576 

     

     

    Effect of adjusted EPS dilution of convertible notes 
    		(2,781,818)
    		—


    Effect of unrecognized share-based compensation on diluted shares outstanding

     

    216,060

     

     246,198 

     

     

    Adjusted diluted weighted average shares outstanding

     

    		50,897,550

     

     53,775,774 

     

     



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