UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
THE WESTERN UNION COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
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THE WESTERN UNION COMPANY
7001 E. Belleview Avenue
Denver, Colorado 80237
March 28, 2023
April 4, 2022
DEAR STOCKHOLDER:
You are cordially invited to attend the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) of The Western Union Company (the “Company”), to be held at 8:00 a.m., local time, on Thursday,Friday, May 19, 2022,12, 2023, at the Company’s headquarters located at located at 7001 E. Belleview Avenue, Denver, Colorado 80237. The registration desk will open at 7:30 a.m.
The attached notice and Proxy Statement contain details of the business to be conducted at the Annual Meeting. In addition, the Company’s 20212022 Annual Report, which is being made available to you along with the Proxy Statement, contains information about the Company and its performance. Directors and certain officers of the Company will be present at the Annual Meeting.
Your vote is important!Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and then vote at your earliest convenience by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. Using the telephone, Internet, tablet or smartphone voting systems, or mailing your completed proxy card, will not prevent you from voting in person at the Annual Meeting if you are a stockholder of record and wish to do so.
On behalf of the Board of Directors, I would like to express our appreciation for your continued interest in the Company.
Regards,
Devin B. McGranahan
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YOUR VOTE IS IMPORTANT! |
PLEASE PROMPTLY VOTE BY TELEPHONE, INTERNET, TABLET OR SMARTPHONE, OR REQUEST A PROXY CARD TO COMPLETE, SIGN, DATE AND RETURN BY MAIL SO THAT YOUR SHARES MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND SO THAT THE PRESENCE OF A QUORUM MAY BE ASSURED. YOUR PROMPT ACTION WILL AID THE COMPANY IN REDUCING THE EXPENSE OF PROXY SOLICITATION. |
THE WESTERN UNION COMPANY
7001 E. BELLEVIEW AVENUE
DENVER, COLORADO 80237
(866) 405-5012
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
NOTICE OF |
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS | ||||||
When: | Where: Company Headquarters
| Record Date: |
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.
ITEMS OF BUSINESS | BOARD’S | FURTHER | ||||
1 | Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s | FOR each director nominee | Page 14 | |||
2 | Hold an advisory vote to approve executive compensation | FOR | Page | |||
3 | Hold an advisory vote on the frequency of the vote on executive compensation | FOR one year | Page 73 | |||
4 | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for | FOR | Page | |||
| Approve an amendment to the charter to limit liability for certain officers | FOR | Page 76 | |||
6 | Vote on the stockholder proposal described in the accompanying Proxy Statement, if properly presented at the Annual Meeting | AGAINST | Page | |||
| Transact any other business as may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting |
ATTENDING THIS MEETING |
All stockholders will be required to show valid, government-issued, photo identification or an employee badge issued by the Company. If you own shares as a stockholder of record (a “Registered Holder”), your name will be compared to the list of registered stockholders to verify your share ownership. If you own shares through a broker, agent, or other nominee (a “Beneficial Holder”), you will need to bring evidence of your share ownership, such as your most recent brokerage account statement or a legal proxy from your broker, agent or other nominee. If you do not have valid picture identification and proof that you own Company shares, you will not be admitted to the Annual Meeting. All packages and bags are subject to inspection. Please note that the registration desk will open at 7:30 a.m. Please arrive in advance of the start of the Annual Meeting to allow time for identity verification.
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
WHO CAN ATTEND AND VOTE |
Our stockholders of record on March 23, 202215, 2023 are entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement that may take place. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder at the Annual Meeting and for ten days prior to the Annual Meeting at our principal executive offices during normal business hours located at 7001 E. Belleview Avenue, Denver, Colorado 80237.
NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS
TELEPHONE | INTERNET | BY MAIL | BY TABLET OR SMARTPHONE | IN PERSON | |||||
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Beneficial Holders call toll free at 1-800-454-8683 Registered Holders call toll free at 1-866-883-3382 | Beneficial Holders visit www.proxyvote.com Registered Holders visit www.proxypush.com/WU | Request a paper proxy card to complete, sign, date and return | Beneficial Holders vote your shares online with your tablet or smartphone by scanning the QR code above. Registered Holders vote your shares online with your tablet or smartphone by scanning the QR code on your Proxy Card. | Attend the Annual Meeting |
NOTICE OF 20222023 ANNUAL MEETING OF STOCKHOLDERS
The Company’s Proxy Statement and Annual Report to Stockholders are available at www.proxyvote.com or www.proxydocs.com/brokers/WU for Beneficial Holders and www.proxydocs.com/WU for Registered Holders. To access such proxy materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card.
We appreciate your prompt vote. After reading the Proxy Statement, please vote at your earliest convenience, by telephone, Internet, tablet or smartphone, or request a proxy card to complete, sign, date and return by mail. If you decide to attend the Annual Meeting and would prefer to vote in person by ballot, your proxy will be revoked automatically and only your vote at the Annual Meeting will be counted.
Please note that all votes cast via telephone, Internet, tablet or smartphone must be cast prior to 11:59 p.m., Eastern Time on Wednesday,Thursday, May 18, 2022.11, 2023. For shares held in The Western Union Company Incentive Savings Plan, direction regarding how to vote such shares must be received by mail on or before Monday,Tuesday, May 16, 2022,9, 2023, or by telephone, Internet, tablet or smartphone by 11:59 p.m., Eastern Time, on May 16, 2022.9, 2023.
By Order of the Board of Directors
Darren Dragovich
Interim Secretary
March 28, 2023
April 4, 2022
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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement before voting.
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When: | Where: | Record Date: |
MEETING AGENDA AND VOTING MATTERS
ITEM |
| MANAGEMENT PROPOSALS |
| BOARD VOTE |
| PAGE REFERENCE |
1 |
| Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2023 Annual Meeting of Stockholders |
| FOR each director nominee |
| 14 |
2 |
| Advisory Vote to Approve Executive Compensation |
| FOR |
| 69 |
3 |
| Ratify the Selection of Ernst & Young LLP as our independent registered public accounting firm for 2022 |
| FOR |
| 71 |
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ITEM |
| STOCKHOLDER PROPOSAL |
| BOARD VOTE |
| PAGE REFERENCE |
4 |
| Stockholder proposal regarding modification to stockholder right to call a special meeting |
| AGAINST |
| 73 |
ITEM | MANAGEMENT PROPOSALS | BOARD VOTE RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAIL) | |||
1 | Election of Directors named in this Proxy Statement to serve as members of the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders | FOR each director nominee | 14 | |||
2 | Advisory Vote to Approve Executive Compensation | FOR | 71 | |||
3 | Advisory Vote on the Frequency of the vote on executive compensation | FOR one year | 73 | |||
4 | Ratify the Selection of Ernst & Young LLP as our independent registered public accounting firm for 2023 | FOR | 74 | |||
5 | Approve an Amendment to the Company’s charter to limit liability for certain officers | FOR | 76 | |||
ITEM | STOCKHOLDER PROPOSAL | BOARD VOTE RECOMMENDATION | PAGE REFERENCE (FOR MORE DETAIL) | |||
6 | Stockholder proposal regarding stockholder right to act by written consent | AGAINST | 78 |
INFORMATION ABOUT OUR |
20222023 Proxy Statement |i
PROXY SUMMARY
MEMBERS OF OUR BOARD OF DIRECTORSDIRECTOR NOMINEES
Martin I. Cole Independent | Devin B. McGranahan |
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Committee(s) •Compensation and Benefits Committee •Compliance Committee | Committee(s) •None | Committee(s) •
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Jeffrey A. Joerres Independent | Michael A. Miles, Jr. Independent | Timothy P. Murphy Independent | |||||||
Age 63
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Committee(s) •None | Committee(s) •Compensation and Benefits Committee Chair •Corporate Governance, ESG, and Public Policy Committee | Committee(s) •Audit Committee • Compliance Committee Chair | |||||||
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Independent | Angela A. Sun Independent | Solomon D. Trujillo Independent | |||||||
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Committee(s) •Audit Committee Chair •Compliance Committee | Committee(s) •Audit Committee •Compensation and Benefits Committee
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ii| The Western Union Company
PROXY SUMMARY
GOVERNANCE HIGHLIGHTS (PAGE 15)
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| Proxy Access |
| Majority Vote Standard in Uncontested Elections |
| Stockholder Right to Call Special Meetings at 10% Ownership Threshold |
| No Stockholder Rights Plan (“Poison Pill”) |
| No Supermajority Voting Provisions in the Company’s Organizational Documents |
| Independent Board, Except Our Chief Executive Officer (“CEO”) |
| Independent Non-Executive Chair |
| Independent Board Committees |
| Confidential Stockholder Voting |
| Board Committee Authority to Retain Independent Advisors |
| Robust Codes of Conduct |
| Board Committee Oversight of Environmental, Social, and Governance (“ESG”) Matters |
| Robust Stock Ownership Guidelines for Senior Executives and Directors |
| Prohibition Against Pledging and Hedging of Company Stock by Senior Executives and Directors |
| Regular Stockholder Engagement |
CORE COMPONENTS OF 2022 EXECUTIVE COMPENSATION (PAGE 40)
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• | Annual Incentive Awards- Variable compensation component payable in cash based on performance against annually established performance objectives |
• | Performance-Based Restricted Stock Units (“PSUs”)- Restricted stock units vest based on the Company’s achievement of financial performance objectives, |
• | Restricted Stock Units (“RSUs”)- RSUs |
• | Stock Options - For our CEO, non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire ten years after grant and become exercisable in 25% annual increments over a four-year vesting period |
2022
2023 Proxy Statement |iii
PROXY SUMMARY
KEY FEATURES OF OUR EXECUTIVE COMPENSATION PROGRAM (PAGE 32)31)
WHAT WE DO |
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A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. For |
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Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value. |
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Our long-term incentive awards are equity-based, use multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For |
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The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative |
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The Compensation Committee chair and members of management engage with stockholders regularly to discuss and understand their perceptions or concerns regarding our executive compensation program. |
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The Company may recover incentive compensation paid to certain officers in the event of an accounting restatement or if such officers engaged in detrimental conduct, as defined in the clawback policy. In addition, the Company may recover incentive compensation paid to certain officers for conduct that is determined to have contributed to material compliance failures, subject to applicable laws. |
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We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other continuing NEOs). |
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Our annual incentive program incorporates ESG metrics, which qualitatively assess progress towards the Company’s three ESG pillars - Integrity of Global Money Movement, Economic Prosperity, and Diversity, Equity and Inclusion. In addition, our annual incentive program incorporates compliance and leadership metrics. |
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iv| The Western Union Company
PROXY SUMMARY
iv | The Western Union Company
PROXY SUMMARY
CHIEF EXECUTIVE OFFICER COMPENSATION
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The following chart illustrates our CEO pay philosophy of heavily weighting targeted CEO compensation toward variable, performance-based pay elements. Because Mr. Ersek served as CEO until late in December 2021, we are providing information with respect to his targeted compensation which illustrates our CEO pay philosophy.
CEO 2022 TOTAL TARGET DIRECT COMPENSATION
2022 Proxy Statement | v
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PROXY STATEMENT
The Board of Directors (the “Board of Directors” or the “Board”) of The Western Union Company (“Western Union” or the “Company”) is, on the Company’s behalf, soliciting your proxy to vote at the 20222023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on May 19, 202212, 2023 at 8:00 a.m., local time, and any adjournment or postponement of the Annual Meeting. The Annual Meeting will be held at the Company’s Headquarters, 7001 E. Belleview Avenue, Denver, Colorado 80237.
In accordance with U.S. Securities and Exchange Commission (the “SEC”) rules and regulations, instead of mailing a printed copy of our proxy materials to each stockholder of record or beneficial owner, we furnish proxy materials, which include this Proxy Statement and the accompanying Proxy Card, Notice of Meeting, and Annual Report to Stockholders, to our stockholders over the Internet unless otherwise instructed by the stockholder. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials.
The Notice of Internet Availability of Proxy Materials was first mailed on April 4, 2022March 28, 2023 to all stockholders of record as of March 23, 202215, 2023 (the “Record Date”). The only voting securities of the Company are shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), of which there were 388,726,493374,422,475 shares outstanding as of the Record Date. The closing price of the Company’s Common Stock on the Record Date was $18.35$10.77 per share.
The Company’s Annual Report to Stockholders, which contains consolidated financial statements for the year ended December 31, 20212022 (the “2021“2022 Annual Report”), accompanies this Proxy Statement. You also may obtain a copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 that was filed with the SEC, without charge, by writing to Investor Relations, The Western Union Company, 7001 E. Belleview Avenue, WU-HQ-10, Denver, Colorado 80237, or by calling (866) 405-5012. Requests may also be directed to westernunion.ir@westernunion.com. If you would like to receive a copy of any exhibits listed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021,2022, please call (866) 405-5012 or submit a request in writing to Investor Relations at the above address, and the Company will provide you with the exhibits upon the payment of a nominal fee (which fee will be limited to the expenses we incur in providing you with the requested exhibits). The Company���sCompany’s Annual Report on Form 10-K for the year ended December 31, 20212022 and these exhibits are also available in the “Investor Relations” section of www.westernunion.comwww.westernunion.com. This Proxy Statement and the 20212022 Annual Report are also available on the SEC’s website at sec.gov.
Information on the Company’s website, including our Environmental, Social, and Governance (ESG) Reports and EEO-1 reports, is not incorporated by reference into, and does not form part of, this Proxy Statement.
20222023 Proxy Statement |1
THE PROXY PROCESS ANDAND STOCKHOLDER VOTING
WHY DID I RECEIVE THESE MATERIALS? | ||
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A | Our Board of Directors has made these materials available to you on the Internet or, upon your request, has delivered printed versions of these materials to you by mail, in connection with the Board’s solicitation of proxies for use at our Annual Meeting, which will take place on May | |
WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR SET OF PROXY MATERIALS? | ||
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A | This means you hold shares of the Company in more than one way. For example, you may own some shares directly as a Registered Holder and other shares through a broker or you may own shares through more than one broker, agent or other nominee (a “broker”). In these situations, you may receive multiple Notices of Internet Availability of Proxy Materials or, if you request proxy materials to be delivered to you by mail, Proxy Cards. It is necessary for you to vote, sign, and return all of the Proxy Cards or follow the instructions for any alternative voting procedure on each of the Notices of Internet Availability of Proxy Materials you receive in order to vote all of the shares you own. If you request proxy materials to be delivered to you by mail, each Proxy Card you receive will come with its own prepaid return envelope; if you vote by mail, make sure you return each Proxy Card in the return envelope that accompanied that Proxy Card. | |
WHY DID MY HOUSEHOLD RECEIVE ONLY ONE COPY OF THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR PROXY MATERIALS? | ||
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A | In addition to furnishing proxy materials electronically, we take advantage of the SEC’s “householding” rules to reduce the delivery cost of materials. Under such rules, only one Notice of Internet Availability of Proxy Materials or, if you have requested paper copies, only one set of proxy materials is delivered to multiple stockholders sharing an address unless we have received contrary instructions from one or more of the stockholders. If you are a stockholder sharing an address and wish to receive a separate Notice of Internet Availability of Proxy Materials or copy of the proxy materials, |
you may so request by contacting the Broadridge Householding Department by phone at 1-866-540-7095 or by mail to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. A separate copy of the proxy materials will be promptly provided following receipt of your request, and you will receive separate materials in the future. If you currently share an address with another stockholder but are nonetheless receiving separate copies of the materials, you may request delivery of a single copy in the future by contacting the Broadridge Householding Department at the number or address shown above. | ||
DOES MY VOTE MATTER AND WHAT IS A QUORUM? |
A | YOUR VOTE MATTERS! We are required to obtain stockholder approval for the election of directors and other important matters. Each share of Common Stock is entitled to one vote and every share voted has the same weight. In order for the Company to obtain the necessary stockholder approval of proposals, a “quorum” of stockholders (a majority of the issued and outstanding shares entitled to vote) must be represented at the Annual Meeting in person or by proxy. If a quorum is not obtained, the Company must adjourn or postpone the Annual Meeting and solicit additional proxies; this is an expensive and time-consuming process that is not in the best interest of the Company or its stockholders. Since few stockholders are able to attend the Annual Meeting in person, voting by proxy is important to obtain a quorum and complete the stockholder vote. See also below “How Many Votes are Required to Approve a Proposal?” | |
HOW DO I VOTE? | ||
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The telephone and Internet voting facilities will close at 11:59 p.m., Eastern Time, on May |
2| The Western Union Company
THE PROXY PROCESS AND STOCKHOLDER VOTING
HOW MANY VOTES ARE REQUIRED TO APPROVE A PROPOSAL? |
The advisory vote to approve executive compensation (Proposal 2), the ratification of Ernst & Young LLP’s selection as independent registered public accounting firm for |
WHAT IS THE EFFECT OF NOT VOTING? | ||
A | It depends on how ownership of your shares is registered and the proposal to be voted upon. If you own shares as a Registered Holder, rather than through a broker, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement. | |
If you own shares as a Beneficial Holder through a broker and do not give voting instructions to your broker, your broker may represent your shares at the meeting for purposes of obtaining a quorum by voting on “routine matters” as further described in the answer to the following question, but will not be able to vote on any “non-routine” matter without your instruction. |
2023 Proxy Statement |3
THE PROXY PROCESS AND STOCKHOLDER VOTING
IF I DON’T VOTE, WILL MY BROKER VOTE FOR ME? WHICH MATTERS ARE CONSIDERED “ROUTINE”? | ||
A | If you own your shares as a Beneficial Holder through a broker and you don’t vote, your broker may vote your shares in its discretion on some “routine matters.” With respect to other proposals, however, your broker may not | |
Other than Proposal |
2022 Proxy Statement | 3
THE PROXY PROCESS AND STOCKHOLDER VOTING
HOW ARE ABSTENTIONS TREATED? | ||
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A | Whether you own your shares as a Registered Holder or as a Beneficial Holder, abstentions are counted toward the quorum requirement and have the same effect as votes “against” a proposal, other than the proposal to elect directors (Proposal 1) and the advisory vote on the frequency of the vote on executive compensation (Proposal 3), on which they have no effect. |
IF I OWN MY SHARES THROUGH A BROKER, HOW IS MY VOTE RECORDED? | ||
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A | Brokers typically own shares of Common Stock for many stockholders. In this situation, the Registered Holder on the Company’s stock register is the broker. This often is referred to as holding shares in “Street Name.” The Beneficial Holders of such shares do not appear in the Company’s stockholder register. If you hold your shares in Street Name, and elect to vote via telephone, Internet, tablet or smartphone, your vote will be submitted to your broker. If you |
request paper Proxy Cards and elect to vote by mail, the accompanying return envelope is addressed to return your executed Proxy Card with voting instructions to your broker. Shortly before the Annual Meeting, each broker will total the votes submitted by telephone, Internet, tablet or smartphone or mail by the Beneficial Holders for whom it holds shares and submit a Proxy Card reflecting the aggregate votes of such Beneficial Holders. If you would like to vote at the Annual Meeting see “How Do I Vote? – At the Annual Meeting” above. | ||
IS MY VOTE CONFIDENTIAL? | ||
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A | In accordance with the Company’s Corporate Governance Guidelines, the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector (the “Inspector of Election”), except (i) as necessary to meet applicable legal and stock exchange listing requirements, (ii) to assert claims for or defend claims against the Company, (iii) to allow the Inspector of Election to certify the results of the stockholder vote, (iv) in the event a proxy, consent, or other solicitation in opposition to the voting recommendation of the Board of Directors takes place, (v) if a stockholder has requested that his or her vote be disclosed, or (vi) to respond to stockholders who have written comments on Proxy Cards. | |
CAN I REVOKE MY PROXY AND CHANGE MY VOTE? | ||
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A | Yes. You have the right to revoke your proxy at any time prior to the time your shares are voted. If you are a Registered Holder, your proxy can be revoked in several ways: (i) by delivery of a written revocation to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237, by 11:59 p.m., Eastern Time, on May |
date (including through any alternative voting procedure described on the Notice of Internet Availability of Proxy Materials or Proxy Card), or (iii) by attending the Annual Meeting and giving the Inspector of Election notice that you intend to vote your shares in person. If your shares are held by a broker, you must contact your broker |
4| The Western Union Company
THE PROXY PROCESS AND STOCKHOLDER VOTING
WILL ANY OTHER BUSINESS BE TRANSACTED AT THE MEETING? IF SO, HOW WILL MY PROXY BE VOTED? | ||
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A | Management does not know of any business to be transacted at the Annual Meeting other than those matters described in this Proxy Statement. The period specified in the Company’s By-Laws for submitting additional proposals to be considered at the Annual Meeting has passed and there are no such proposals to be considered. However, should any other matters properly come before the Annual Meeting, and any adjournments and postponements thereof, shares with respect to which voting authority has been granted to the Proxies will be voted by the Proxies in accordance with their judgment. | |
WHO COUNTS THE VOTES? | ||
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A | Votes will be counted and certified by the Inspector of Election, who is an employee of Equiniti Trust Company, the Company’s Transfer Agent and Registrar (“Equiniti”). If you are a Registered Holder, your telephone, Internet, tablet, or smartphone vote is submitted, or your executed Proxy Card is returned, directly to Equiniti for tabulation. As noted above, if you hold your shares as a Beneficial Holder, your broker returns a single Proxy Card to Equiniti on behalf of its clients. |
HOW MUCH DOES THE PROXY SOLICITATION COST? | ||
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A | The Company has engaged the firm of MacKenzie Partners, Inc., 1407 Broadway, New York, NY 10018, to assist in distributing and soliciting proxies for a fee of approximately $20,000, plus expenses. However, the proxy solicitor fee is only a small fraction of the total cost of the proxy process. A significant expense in the proxy process is printing and mailing the proxy materials. The Company will also reimburse brokers, fiduciaries, and custodians for their costs in forwarding proxy materials to Beneficial Holders of our Common Stock. Proxies also may be solicited on behalf of the Company by directors, officers, or employees of the Company in person or by mail, telephone, email, or facsimile transmission. No additional compensation will be paid to such directors, officers, or employees for soliciting proxies. The Company will bear the entire cost of solicitation of proxies, including the preparation, assembly, printing, and mailing of the Notice of Internet Availability of Proxy Materials, and this Proxy Statement and the accompanying Proxy Card, Notice of Meeting, and |
4 | The Western Union Company
THE PROXY PROCESS AND STOCKHOLDER VOTING
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
The Company’s Proxy Statement and 20212022 Annual Report are available at www.proxyvote.comwww.proxyvote.com or www.proxydocs.com/www.proxydocs.com/brokers/WU for Beneficial Holders and www.proxydocs.com/www.proxydocs.com/WU for Registered Holders. To access such materials, you will need the control/identification numbers provided to you in your Notice of Internet Availability of Proxy Materials or your Proxy Card.
20222023 Proxy Statement |5
BOARD OF DIRECTORS INFORMATION |
BOARD OF DIRECTORS INFORMATION
In accordance with applicable Delaware law, the business of the Company is managed under the direction of its Board of Directors. Pursuant to the Company’s Certificate of Incorporation,Charter, the Board of Directors is to consist of not less than one nor more than 15 directors. All directors’ terms will expire at the Annual Meeting. At the Annual Meeting, director nominees will stand for election for one-year terms, expiring at the 20232024 Annual Meeting of Stockholders.
The Board currently consists of eleven directors. Richard A. Goodman will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines. Joyce A. Phillips has declined to stand for re-election at the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to nine directors.
The Board selects director nominees on the basis of experience, integrity, skills, diversity, ability to make independent analytical inquiries, understanding of the
assessment of the perceived needs of the Board at a given point in time. In addition to the individual attributes of each of the directors described above, the Company highly values the collective business experience and qualifications of the directors. We believe that the diversity of experiences, viewpoints, and perspectives of our directors result in a Board with the commitment and energy to advance the interests of our stockholders.
In light of the departures of Mr. Goodman and Ms. Phillips from the Board, the Board plans to add at least one gender diverse director by December 2023. The Board has initiated a director search through a third-party search firm that includes diverse directors.During 2021,2022, the Board of Directors met seven8 times (not including committee meetings). Each of the directors attended at least 75% of the aggregate number of meetings of the Board and Board committees on which they served during 2021.2022. More information regarding our director nominees is provided below.
CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience | MARTIN I. COLE | ||||||
Former Chair of the Board and Interim CEO of Cloudera, Inc. | |||||||
Age | 66 | Committee(s) | Compensation and Benefits Committee, Compliance Committee | ||||
Director Since | 2015 | Term Expires | 2023 | ||||
Other Public Directorship | Western Digital Corporation | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Cole served as Chair of the Board of Magnitude Software Inc., a provider of enterprise application data integration and analytics solutions to businesses from August 2020 to October 2021 and served as its Interim Chief Executive Officer from July 2020 to August 2020. Previously, Mr. Cole served as the Chair of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from August 2019 to January 2020, and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to August 2014, Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has served as a director of Western Digital Corporation since 2014. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Cole brings to the Board experience as a former chief executive and chair of the board of directors of an enterprise data cloud company and a provider of enterprise application data integration and analytics solutions, and as a former executive officer of a multinational management consulting, technology services, and outsourcing company, leading various practice groups, including: outsourcing and infrastructure; communications, media, and technology; and government services and technology. Mr. Cole also brings to the Board his experience as a member of the board of directors of a large multinational manufacturer of computer storage products and solutions and a software company. |
CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience |
| MARTIN I. COLE | ||||||
| Former Chair of the Board and Interim CEO of Cloudera, Inc. | |||||||
| Age |
| 65 |
| Committee(s) |
| Compensation and Benefits Committee, Compliance Committee | |
| Director Since |
| 2015 |
| Term Expires |
| 2022 | |
| Other Public Directorship |
| Western Digital Corporation | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Cole served as Chair of the Board of Magnitude Software Inc., a provider of enterprise application data integration and analytics solutions to businesses from August 2020 to October 2021 and served as its Interim Chief Executive Officer from July 2020 to August 2020. Previously, Mr. Cole served as the Chair of the Board of Directors and Interim Chief Executive Officer of Cloudera, Inc., an enterprise data cloud company from August 2019 to January 2020, and served as a director of Cloudera, Inc. from 2014 to 2020. Prior to August 2014, Mr. Cole served as Chief Executive of the Technology Group at Accenture plc (“Accenture”), a professional services company, from 2012 until his retirement from Accenture in 2014. During his career at Accenture, Mr. Cole also served as the Chief Executive of the Communications, Media & Technology Operating Group from 2006 to 2012, Chief Executive of the Government Operating Group from 2004 to 2006, Managing Partner of the Outsourcing and Infrastructure Delivery Group from 2002 to 2004 and Partner in the Outsourcing and Government Practices Group from 1989 to 2002. Mr. Cole joined Accenture in 1980. Mr. Cole has served as a director of Western Digital Corporation since 2014. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Cole brings to the Board experience as a former chief executive and chair of the board of directors of an enterprise data cloud company and a provider of enterprise application data integration and analytics solutions, and as a former executive officer of a multinational management consulting, technology services, and outsourcing company, serving in various practice groups, including outsourcing and infrastructure, government services and technology. Mr. Cole also brings to the Board his experience as a member of the board of directors of a large multinational manufacturer of computer storage products and solutions and a software company. |
6| The Western Union Company
BOARD OF DIRECTORS INFORMATION
CEO Experience Regulated Industry/Government Financial Literacy Emerging Markets Global Operational Experience | BETSY D. HOLDEN | ||||||
Former Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc. | |||||||
Age | 67 | Committee(s) | Compensation and Benefits Committee, Corporate Governance, ESG, and Public Policy Committee Chair | ||||
Director Since | 2006 | Term Expires | 2023 | ||||
Other Public Directorships | Dentsply Sirona Inc. and National Retail Properties, Inc. | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Holden served as Senior Advisor to McKinsey & Company, a global management consulting company, from 2007 to 2020 leading strategy, marketing and board effectiveness initiatives for consumer goods, healthcare, and financial services clients. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from 2004 to 2005, Co-Chief Executive Officer of Kraft Foods Inc. from 2001 to 2003, and President and Chief Executive Officer of Kraft Foods North America from 2000 to 2003. Ms. Holden began her career at General Foods in 1982. Ms. Holden currently serves as a Director of Dentsply Sirona and National Retail Properties, Inc. Ms. Holden also serves on the Food Chain Advisory Board and several private portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She has served on nine public boards over the last 20 years, including Diageo Plc (from 2009 to 2018), Time, Inc. (from 2014 to 2018), and Catamaran Corporation (from 2012 to 2015). | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Ms. Holden brings to the Board experience as a former chief executive officer of a large global public company and as a board member and former consultant to multiple, large international companies. She is familiar with the challenges of operating in a highly regulated industry. She brings extensive corporate governance experience across multiple industries. Ms. Holden has held numerous leadership roles in marketing and product management both as an executive and as a consultant, successfully implementing growth strategies and innovative marketing plans to win in competitive industries. |
CEO Experience Financial Literacy Global Operational Experience Regulated Industry/ Government Emerging Markets | JEFFREY A. JOERRES | ||||||
Non-Executive Chair of the Board of Directors | |||||||
Age | 63 | Committee(s) | None | ||||
Director Since | 2015 | Term Expires | 2023 | ||||
Other Public Directorships | Artisan Partners Asset Management Inc. and ConocoPhillips | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Joerres served as the Executive Chair of ManpowerGroup Inc. (“ManpowerGroup”), a provider of workforce solutions, from 2014 to 2015. From 1999 to 2014, Mr. Joerres served as Chief Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chair of the Board. Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners Asset Management Inc. and ConocoPhillips. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Joerres brings to the Board experience as the former chief executive officer and executive chair of a large, U.S.-based global company that delivers workforce solutions around the world. Mr. Joerres also brings to the Board his prior experience as a board member of global industrial and energy companies and an investment firm. |
CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Emerging Markets Global Operational Experience |
| RICHARD A. GOODMAN | ||||||
| Former Chief Financial Officer and Executive Vice President, Global Operations, PepsiCo Inc. | |||||||
| Age |
| 73 |
| Committee(s) |
| Audit Committee, Compensation and Benefits Committee | |
| Director Since |
| 2012 |
| Term Expires |
| 2022 | |
| Other Public Directorship |
| Adient plc | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS From 2010 to 2011, Mr. Goodman served as Executive Vice President, Global Operations of PepsiCo Inc. (“PepsiCo”), a global food and beverage company. Prior to that, Mr. Goodman was PepsiCo’s Chief Financial Officer from 2006 to 2010. From 2003 until 2006, Mr. Goodman was Senior Vice President and Chief Financial Officer of PepsiCo International. Mr. Goodman served as Senior Vice President and Chief Financial Officer of PepsiCo Beverages International from 2001 to 2003, and as Vice President and General Auditor of PepsiCo from 2000 to 2001. Before joining PepsiCo in 1992, Mr. Goodman was with W.R. Grace & Co. in a variety of senior financial positions. Mr. Goodman served as a director of Johnson Controls, Inc. from 2008 to 2016, Kindred Healthcare Inc. from 2014 until 2018, privately-held Toys “R” Us from 2011 until 2019, and Pattern Energy Group, Inc. from 2018 until 2020. He currently serves as a director of Adient plc. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Goodman brings to the Board experience as the former chief financial officer and executive of a large, U.S.-based global company that manufactures, markets, and distributes a broad range of consumer goods. Mr. Goodman has experience with complex capital structures and brings to the Board a management perspective with regard to consumer products, global operations and mergers and acquisitions. Mr. Goodman also brings to the Board his experience as a board member of both a global diversified industrial company and a global retailer. |
CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience |
| BETSY D. HOLDEN | ||||||
| Former Senior Advisor to McKinsey & Company and Former Co-CEO of Kraft Foods Inc. | |||||||
| Age |
| 66 |
| Committee(s) |
| Compensation and Benefits Committee, Audit Committee | |
| Director Since |
| 2006 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| Dentsply Sirona Inc. and National Retail Properties, Inc. | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Holden served as Senior Advisor to McKinsey & Company, a global management consulting company, from 2007 to 2020 leading strategy, marketing and board effectiveness initiatives for consumer goods, healthcare, and financial services clients. Prior to that, Ms. Holden spent 25 years in marketing and line positions in consumer goods. Ms. Holden served as President, Global Marketing and Category Development of Kraft Foods Inc. from 2004 to 2005, Co-Chief Executive Officer of Kraft Foods Inc. from 2001 to 2003, and President and Chief Executive Officer of Kraft Foods North America from 2000 to 2003. Ms. Holden began her career at General Foods in 1982. Ms. Holden currently serves as a Director of Dentsply Sirona and National Retail Properties, Inc. Ms. Holden also serves on the Food Chain Advisory Board and several private portfolio company boards for Paine Schwartz Partners, a private equity firm focused on sustainable agriculture and food products. She has served on nine public boards over the last 20 years, including Diageo Plc (from 2009 to 2018), Time, Inc. (from 2014 to 2018), and Catamaran Corporation (from 2012 to 2015). | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Ms. Holden brings to the Board experience as a former chief executive officer of a large global public company and as a board member and former consultant to multiple, large international companies. She is familiar with the challenges of operating in a highly regulated industry. She brings extensive corporate governance experience across multiple industries. Ms. Holden has held numerous leadership roles in marketing and product management both as an executive and as a consultant, successfully implementing growth strategies and innovative marketing plans to win in competitive industries. |
20222023 Proxy Statement |7
BOARD OF DIRECTORS INFORMATION
CEO Experience Regulated Industry/ Government Financial Literacy Global Operational Experience | DEVIN B. MCGRANAHAN | ||||||
President and Chief Executive Officer | |||||||
Age | 54 | Committee(s) | None | ||||
Director Since | 2021 | Term Expires | 2023 | ||||
Other Public Directorships | None | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. McGranahan has served as the Company’s President and CEO since December 2021. Prior to joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of payments and financial services technology solutions, where he served as Executive Vice President, Senior Group President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments Group, from 2016 to 2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey & Company, a global management consulting firm. While there, he held a variety of senior management roles, including leader of the global insurance practice from 2013 to 2016 and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition, Mr. McGranahan served as co-leader of the North America financial services practice from 2009 to 2016. He joined McKinsey & Company in 1992 and served in a variety of other leadership positions prior to 2009. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. McGranahan is the only Director who is also an executive of the Company. Mr. McGranahan provides his insight as the Company’s leader, and from his prior financial services and operations insight gained through his experience with a global payments and financial services technology firm and a global management consulting firm. |
Financial Literacy Global Operational Experience | MICHAEL A. MILES, JR. | ||||||
Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc. | |||||||
Age | 61 | Committee(s) | Compensation and Benefits Committee Chair, Corporate Governance, ESG, and Public Policy Committee | ||||
Director Since | 2006 | Term Expires | 2023 | ||||
Other Public Directorships | Portillo’s Inc. | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Since 2013, Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity firm. Previously, he was President and Chief Operating Officer of Staples, Inc., an office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise. Mr. Miles also serves as Chair of the Board of Portillo’s Inc. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Miles has experience as an executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the Board discussions. |
CEO Experience Financial Literacy Global Operational Experience Regulated Industry/ Government Emerging Markets |
| JEFFREY A. JOERRES | ||||||
| Non-Executive Chair of the Board of Directors | |||||||
| Age |
| 62 |
| Committee(s) |
| Corporate Governance, ESG, and Public Policy Committee Chair | |
| Director Since |
| 2015 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| Artisan Partners Asset Management Inc. and ConocoPhillips | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Joerres served as the Executive Chair of ManpowerGroup Inc. (“ManpowerGroup”), a provider of workforce solutions, from 2014 to 2015. From 1999 to 2014, Mr. Joerres served as Chief Executive Officer of ManpowerGroup and from 2001 to 2014, he served as its Chair of the Board. Mr. Joerres joined ManpowerGroup in 1993, and also served as Vice President of Marketing and Senior Vice President of European Operations and Marketing and Major Account Development. Mr. Joerres served as a director of Artisan Funds, Inc. from 2001 to 2011 and of Johnson Controls International plc from 2016 to 2017. Mr. Joerres currently serves as a director of Artisan Partners Asset Management Inc. and ConocoPhillips. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Joerres brings to the Board experience as the former chief executive officer and executive chair of a large, U.S.-based global company that delivers workforce solutions around the world. Mr. Joerres also brings to the Board his prior experience as a board member of global industrial and energy companies and an investment firm. |
CEO Experience Regulated Industry/ Financial Literacy Global Operational |
| Devin B. McGranahan | ||||||
| President and Chief Executive Officer | |||||||
| Age |
| 53 |
| Committee(s) |
| None | |
| Director Since |
| 2021 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| None | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. McGranahan has served as the Company’s President and CEO since December 2021. Prior to joining Western Union, Mr. McGranahan was with Fiserv, Inc., a global provider of payments and financial services technology solutions, where he served as Executive Vice President, Senior Group President, Global Business Solutions, from 2018 to 2021 and Group President, Billing and Payments Group, from 2016 to 2018. Before joining Fiserv, Mr. McGranahan served as a senior partner at McKinsey & Company, a global management consulting firm. While there, he held a variety of senior management roles, including leader of the global insurance practice from 2013 to 2016 and as a co-chair of the global senior partner election committee from 2013 to 2015. In addition, Mr. McGranahan served as co-leader of the North America financial services practice from 2009 to 2016. He joined McKinsey & Company in 1992 and served in a variety of other leadership positions prior to 2009. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. McGranahan is the only Director who is also an executive of the Company. Mr. McGranahan provides his insight as the Company’s leader, and from his prior financial services and operations insight gained through his experience with a global payments and financial services technology firm and a global management consulting firm. |
8| The Western Union Company
BOARD OF DIRECTORS INFORMATION
CEO Experience CFO Experience Financial Literacy Regulated Industry/ Government | TIMOTHY P. MURPHY | ||||||
President and Chief Executive Officer of Consortium Networks | |||||||
Age | 61 | Committee(s) | Compliance Committee Chair, Audit Committee | ||||
Director Since | 2020 | Term Expires | 2023 | ||||
Other Public Directorships | Genius Group | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Murphy has served as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company since 2019. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chair of the Board of Directors for TRSS and as a Board member of Genius Group. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility until retiring from the FBI in 2011 as Deputy Director. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism, and business and operational experience gained through his time as chief financial officer and chief operating officer at the FBI and as president and chief executive officer of a cybersecurity and networking company. Mr. Murphy also brings experience in intelligence collection and analysis, network analysis, and insider threat and global risk management gained during his tenure with TRSS. |
CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Global Operational Experience | JAN SIEGMUND | ||||||
Chief Financial Officer of Cognizant Technology Solutions Corporation | |||||||
Age | 58 | Committee(s) | Audit Committee Chair, Compliance Committee | ||||
Director Since | 2019 | Term Expires | 2023 | ||||
Other Public Directorships | None | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Siegmund has served as Chief Financial Officer of Cognizant Technology Solutions Corporation, a professional services company, since September 2020. Prior to that, Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Siegmund brings to the Board experience as chief financial officer of a professional services provider and former chief financial officer and chief strategy officer of a global provider of cloud-based human capital management solutions. |
Financial Literacy Global Operational |
| MICHAEL A. MILES, JR. | ||||||
| Advisory Director, Berkshire Partners and Former President and Chief Operating Officer, Staples, Inc. | |||||||
| Age |
| 60 |
| Committee(s) |
| Compensation and Benefits Committee Chair, Corporate Governance, ESG, and Public Policy Committee | |
| Director Since |
| 2006 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| Portillo’s Inc. | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Since 2013, Mr. Miles has served as an Advisory Director for Berkshire Partners, a private equity firm. Previously, he was President and Chief Operating Officer of Staples, Inc., an office products provider, from 2006 until 2013, and Chief Operating Officer from 2003 to 2006. Prior to that, Mr. Miles was Chief Operating Officer, Pizza Hut for Yum! Brands, Inc. from 2000 to 2003. From 1996 to 1999, he served Pizza Hut as Senior Vice President of Concept Development & Franchise. Mr. Miles also serves as Chair of the Board of Portillo’s Inc. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Miles has experience as an executive of an international consumer goods retailer with large acquisitions outside of the United States and franchise distribution networks, which are similar to the Company’s agent network. Mr. Miles also brings U.S. and global operational expertise to the Board discussions. |
CEO Experience CFO Experience Financial Literacy Regulated Industry/ Government |
| TIMOTHY P. MURPHY | ||||||
| President and Chief Executive Officer of Consortium Networks | |||||||
| Age |
| 60 |
| Committee(s) |
| Compliance Committee Chair, Audit Committee | |
| Director Since |
| 2020 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| None | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Murphy has served as President and Chief Executive Officer of Consortium Networks, a cybersecurity and networking company since 2019. Previously, he served as President of Thomson Reuters Special Services, a wholly-owned subsidiary of Thomson Reuters (“TRSS”), from 2015 to 2019. TRSS provides management consulting services to help customers with intelligence collection and analysis, network analysis, insider threat, and global risk management solutions. Mr. Murphy currently serves as Chair of the Board of Directors for TRSS from 2019. From 1988 to 2011, Mr. Murphy served in the United States Federal Bureau of Investigation (the “FBI”), where he held various positions of increasing responsibility until retiring from the FBI in 2011 as Deputy Director. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Murphy has substantial global law enforcement, cybersecurity, intelligence, counterterrorism, and business and operational experience gained through his time as chief financial officer and chief operating officer at the FBI and as president and chief executive officer of a cybersecurity and networking company. Mr. Murphy also brings experience in intelligence collection and analysis, network analysis, and insider threat and global risk management gained during his tenure with TRSS. |
20222023 Proxy Statement |9
BOARD OF DIRECTORS INFORMATION
Financial Literacy Regulated Industry/ Government Emerging Markets Global Operational Experience | ANGELA A. SUN | ||||||
Former Chief Operations Officer & Partner, Alpha Edison | |||||||
Age | 48 | Committee(s) | Audit Committee, Compensation and Benefits Committee | ||||
Director Since | 2018 | Term Expires | 2023 | ||||
Other Public Directorships | Cushman & Wakefield plc and Apollo Strategic Growth Capital II | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Sun served as Chief Operations Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Previously, Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P, a privately held financial software, data, and media company. from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a non-partisan international security and defense analysis think tank in Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and Apollo Strategic Growth Capital II. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Ms. Sun brings to the board substantial operations management experience and valuable insight into the technology industry. Ms. Sun also has extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also gained financial services experience at McKinsey & Company and J.P. Morgan. |
CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience | SOLOMON D. TRUJILLO | ||||||
Founder and Chair, Trujillo Group, LLC | |||||||
Age | 71 | Committee(s) | Audit Committee, Compliance Committee | ||||
Director Since | 2012 | Term Expires | 2023 | ||||
Other Public Directorship | Cano Health, Inc. | ||||||
PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Trujillo founded Trujillo Group, LLC, a private investment company, and has served as its chair since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra Corporation Limited, Australia’s largest media-communications enterprise, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive Officer of US West Communications and President, Chief Executive Officer and Chair of the Board of US West Inc. Mr. Trujillo previously served as a director of globally branded companies including WPP plc from 2010 to 2020, and PepsiCo, Target Corporation, Fang Holdings Ltd. (formerly SouFun Holdings Limited), Bank of America, EDS, Orange S.A., Telstra Communications, and Gannett. Mr. Trujillo currently serves on the board of Cano Health, Inc. | |||||||
EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Trujillo is an international business executive with experience as a chief executive officer of global companies in the telecommunications, media, and cable industries headquartered in the United States, the European Union, and the Asia-Pacific region. He has global operations experience and provides the Board with substantial international experience and expertise in the retail, technology, media, and communications industries. |
CEO Experience Financial Literacy Regulated Industry/ Government Emerging Markets Global Operational Experience |
| JOYCE A. PHILLIPS | ||||||
| Founder and Chief Executive Officer of EqualFuture Corp. | |||||||
| Age |
| 59 |
| Committee(s) |
| Compensation and Benefits Committee, Corporate Governance, ESG, and Public Policy Committee | |
| Director Since |
| 2020 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| First Interstate BancSystem, Inc. and Katapult Holdings, Inc. | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Phillips is Founder and Chief Executive Officer of EqualFuture Corp., a fintech startup based in San Francisco that delivers affordable personal financial wellness platforms via a SaaS model to individuals and businesses, since 2017. Previously, Ms. Phillips was CEO of Australia and New Zealand Banking Group Limited’s Global Wealth Division from 2012 to 2016 and Group Managing Director of Innovation and Marketing from 2009 to 2016. Ms. Phillips also served as President and Chief Operating Officer of American Life Insurance Co., a subsidiary of American International Group, and Global Head of International Retail Banking at Citigroup. Earlier in her career she also held management roles at GE Capital and Western Union. Ms. Phillips served on the Board of Directors of Reinsurance Group of America from 2014 to 2017. Ms. Phillips currently serves on the board of First Interstate BancSystem, Inc. and Katapult Holdings, Inc. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Ms. Phillips brings substantial global experience in banking, financial services, insurance, innovation and marketing in her 30+ year career. Ms. Phillips has held senior executive roles with global and regional responsibilities with Citigroup, American International Group and Australia and New Zealand Banking Group Limited, and as founder and chief executive officer of a fintech start up that delivers affordable personal financial wellness platforms to individuals and businesses. Ms. Phillips also brings experience in serving a wide range of consumer financial needs through innovation and new technologies. |
CFO Experience Financial Literacy Eligible for Audit Committee Financial Expert Global Operational Experience |
| JAN SIEGMUND | ||||||
| Chief Financial Officer of Cognizant Technology Solutions Corporation | |||||||
| Age |
| 57 |
| Committee(s) |
| Audit Committee Chair, Compliance Committee | |
| Director Since |
| 2019 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| None | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Siegmund has served as Chief Financial Officer of Cognizant Technology Solutions Corporation, a professional services company, since September 2020. Prior to that, Mr. Siegmund served as Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc. (“ADP”), a global provider of cloud-based human capital management solutions, from 2012 to 2019. Prior to his appointment as Chief Financial Officer in 2012, he served as President, Added Value Services and Chief Strategy Officer of ADP from 2009 to 2012. Prior to that time, Mr. Siegmund held various positions of increasing responsibility with ADP. Mr. Siegmund joined ADP in 1999. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Siegmund brings to the Board experience as chief financial officer of a professional services provider and former chief financial officer and chief strategy officer of a global provider of cloud-based human capital management solutions. |
10| The Western Union Company
BOARD OF DIRECTORS INFORMATION
DIRECTOR SKILLS, QUALIFICATIONS, AND CHARACTERISTICS |
Financial Literacy Regulated Industry/ Government |
| ANGELA A. SUN | ||||||
| Former Chief Operations Officer & Partner, Alpha Edison | |||||||
| Age |
| 47 |
| Committee(s) |
| Audit Committee, Compliance Committee | |
| Director Since |
| 2018 |
| Term Expires |
| 2022 | |
| Other Public Directorships |
| Cushman & Wakefield plc and Apollo Strategic Growth Capital II | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Ms. Sun served as Chief Operations Officer and Partner of Alpha Edison, a venture capital firm, from 2019 to 2021. Previously, Ms. Sun served as Global Head of Strategy and Corporate Development for Bloomberg L.P, a privately held financial software, data, and media company. from 2014 to 2017, where she led new business development, and acquisitions and commercial partnerships across the company’s media, financial products, enterprise and data businesses. From 2008 to 2014, Ms. Sun served as Chief-of-Staff to Bloomberg’s former CEO. Prior to joining Bloomberg, L.P., Ms. Sun served as a Senior Policy Advisor in the Bloomberg Administration where she oversaw a citywide portfolio of economic development agencies and led urban planning and real estate development projects. From 2001 to 2005, Ms. Sun served as a management consultant at McKinsey & Company, where she focused on the Financial Services and Healthcare sectors. Prior to McKinsey, from 1996 to 1998, Ms. Sun was an investment banker at J.P. Morgan and in 2001 was a Visiting Associate at the Henry L. Stimson Center, a non-partisan international security and defense analysis think tank in Washington, D.C. Ms. Sun currently serves on the board of Cushman & Wakefield plc and Apollo Strategic Growth Capital II. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Ms. Sun brings to the board substantial operations management experience and valuable insight into the technology industry. Ms. Sun also has extensive strategic, operational, and government experience from her time in the Bloomberg Administration and at Bloomberg L.P. Ms. Sun also gained financial services experience at McKinsey & Company and J.P. Morgan. |
CEO Experience Regulated Industry/ Government Financial Literacy Emerging Markets Global Operational Experience |
| SOLOMON D. TRUJILLO | ||||||
| Founder and Chair, Trujillo Group, LLC | |||||||
| Age |
| 70 |
| Committee(s) |
| Audit Committee, Compliance Committee | |
| Director Since |
| 2012 |
| Term Expires |
| 2022 | |
| Other Public Directorship |
| Cano Health, Inc. | |||||
| PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE, AND DIRECTORSHIPS Mr. Trujillo founded Trujillo Group, LLC, a business that provides consulting and venture capital services, and has served as its chair since 2003. Mr. Trujillo also served as the Chief Executive Officer and as director of Telstra Corporation Limited, Australia’s largest media-communications enterprise, from 2005 to 2009. From 2003 to 2004, Mr. Trujillo was Orange SA’s Chief Executive Officer. Earlier in his career, Mr. Trujillo was President and Chief Executive Officer of US West Communications and President, Chief Executive Officer and Chair of the Board of US West Inc. Mr. Trujillo previously served as a director of WPP plc from 2010 to 2020, Target Corporation from 1994 to 2014, ProAmerica Bank from 2009 until 2016, and Fang Holdings Ltd. (formerly SouFun Holdings Limited) from 2014 until 2017. Mr. Trujillo currently serves on the board of Cano Health, Inc. | |||||||
| EXPERIENCE, QUALIFICATIONS, ATTRIBUTES, AND SKILLS SUPPORTING DIRECTORSHIP POSITION ON THE COMPANY’S BOARD* Mr. Trujillo is an international business executive with experience as a former chief executive officer of global companies in the telecommunications, media, and cable industries headquartered in the United States, the European Union, and the Asia-Pacific region. He has global operations experience and provides the Board with substantial international experience and expertise in the retail, technology, media, and communications industries. |
2022 Proxy Statement | 11
BOARD OF DIRECTORS INFORMATION
DIRECTOR SKILLS, QUALIFICATIONS, AND CHARACTERISTICS
The following matrix isand charts are provided to illustrate the skills, qualifications, and characteristics of our Board of Directors.
*The demographic information listed above is based on responses fromDirectors nominated for election at the directors in our annual director questionnaires.2023 Annual Meeting.
MARTIN I. COLE HIKMET ERSEK RICHARD A. GOODMAN BETSY D. HOLDEN JEFFREY A. JOERRES MICHAEL A. MILES, JR. TIMOTHY P. MURPHY JOYCE A. PHILLIPS JAN SIEGMUND ANGELA A. SUN SOLOMON D. TRUJILLO
Skills and Qualifications | ||||||||||
CEO Experience | ||||||||||
CFO Experience | ||||||||||
Financial Literacy | ||||||||||
Audit Committee Financial Expert | ||||||||||
Regulated Industry/Government Experience | ||||||||||
Emerging Markets Experience | ||||||||||
Global Operational Experience | ||||||||||
Gender | ||||||||||
Female | ||||||||||
Male | ||||||||||
Race and Ethnicity | ||||||||||
White | ||||||||||
Hispanic/Latino | ||||||||||
Asian | ||||||||||
LGBTQ+ | ||||||||||
Age | 66 | 67 | 63 | 54 | 61 | 61 | 58 | 48 | 71 | |
Tenure | 8 | 17 | 8 | 2 | 17 | 3 | 4 | 5 | 11 |
* | The demographic information listed above is based on responses from the director nominees in our annual director questionnaires. |
2023 Proxy Statement |11
BOARD OF DIRECTORS INFORMATION
KEY EXPERIENCE |
| |
12| The Western Union Company
BOARD OF DIRECTORS INFORMATION
| DIVERSITY, EQUITY, AND INCLUSION |
DIVERSITY, EQUITY, AND INCLUSION
As a global company operating in more than 200 countries and territories, diversity, equity and inclusion (“DEI”) is central to who we are and an important factor for us in driving innovation and performance.performance at Western Union. We are focused on bringing more diverse candidates into our organization while creating a culture of inclusion and belonging to support retention and career growth. Our commitment to DEI also includes providing equitable pay.
We advance this work in a variety of ways, including through our policies and practices in hiring, training, promotion, and compensation. We have a longstanding commitment to fair and equitable compensation practices, and regularly review our compensation programs and practices to ensure they support pay equity. We also support 13 Employee Resource Groups (“ERGs”) and have allyship, mentorship, and sponsorship programs to further build our culture of inclusion, drive engagement, and support equity in opportunity.
Leadership: To advance these efforts, in 2021, we appointed aThe DEI office is led by our Chief Diversity and Talent Officer and createdsupported by the DEI Talent Acquisition Manager. In 2022, we expanded the DEI office to include two additional roles: a DEI office, along withGroup Leader and a specialized diversity recruiting function to strengthen our recruiting efforts. OurDEI Program Lead. In 2022, the DEI office iswas guided by a steering committee of executive officers, and our global ERGs arewere sponsored by senior leaders within our organization.
Metrics:In 2021,2022, we establishedcontinued to focus on our public goals to increase women in leadership globally, increase the Hispanic/Latino and increase racial and ethnic diversity in our U.S.Black/African American employee population in the U.S., and to maintain gender pay equity globally and racial and ethnicity pay equity in the U.S.
Highlights:
As of December 31, 2021:2022:
- | women accounted for more than 50% of our global workforce; |
- | two out of our nine executive officers were women; |
- | women accounted for approximately 37% of senior management and above employees; and |
- | approximately 22% of our U.S. employees identified as Hispanic/Latino or Black/African American. |
In 2022, we made public the findings of an overall pay equity assessment in partnership with an independent third party that confirms that we have achieved gender pay equity globally and racial/ethnicity pay equity in the U.S. After accounting for more than 50% of our global workforce;
four out of our nine executive officers were women;
women accounted for over 37% of senior management and above employees; and
approximately 22% of our U.S. employees identifiedrelative pay factors, such as Latinx or Black.
Taking into account role, level, tenure, and geography, the results of our 2021 pay equity review show that as of March 1, 2021:20221:
- | Globally, women at Western Union earn more than 99 cents for every $1 earned by men; and |
- | In the U.S., colleagues who identify as racially or ethnically diverse2 earn more than 99 cents for every $1 earned by Caucasian/white colleagues. |
Globally, women at Western Union earn more than 99 cents for every $1 earned by men; and
In the U.S., colleagues who are racially or ethnically diverse earn more than 99 cents for every $1 earned by Caucasian/white colleagues.
More details, metrics and workforce demographics appear in our latest environmental, social, and governance report (“ESG Report”), which can be found on our Investor Relations website: http:https://ir.westernunion.com/investor-relations/ESG/default.aspx,corporate.westernunion.com/esg/, in the Human Capital Management section of our Annual Report on Form 10-K for the year ended December 31, 2021,2022, and in our EEO-1 report, which can be found on our website: https://corporate.westernunion.com/esg/. Information on the Company’s website, including our ESG Reports and EEO-1 reports, is not incorporated by reference into, and does not form part of, this Proxy Statement.wp-content/
uploads/2022/07/2021-EEO-1-Consolidated-Report.pdf
(1) | We completed the first closing of the sale of our Business Solutions segment on March 1, 2022. In connection with the first closing, approximately 240 U.S. employees became employees of the buyer as of March 1, 2022. Accordingly, our pay equity data does not include this employee population. |
(2) | Racially or ethnically diverse includes U.S. EEO-1 defined categories Asian, Black or African American, Hispanic or Latino, American Indian or Alaskan Native, Native Hawaiian or Pacific Islander, or Two or More Races. |
20222023 Proxy Statement |13
PROPOSAL 1
ELECTION OF DIRECTORS
At the 20222023 Annual Meeting, all director nominees will be elected for one-year terms.
The terms of each director if elected or re-elected, as the case may be, will expire at the 20232024 Annual Meeting of Stockholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal. See the “Board of Directors Information” section of this Proxy Statement for information concerning all nominees.
The Board currently consists of eleven directors. Richard A. Goodman will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines. Joyce A. Phillips has declined to stand for re-election at the Annual Meeting. Effective as of the Annual Meeting, the size of the Board will be reduced to nine directors. In light of the departures of Mr. Goodman and Ms. Phillips from the Board, the Board plans to add at least one gender diverse director by December 2023. The Board has initiated a director search through a third-party search firm that includes diverse directors.
The Company’s By-Laws require that directors be elected by the majority of votes cast with respect to such director in uncontested elections (the number of shares voted “for” a director must exceed the number of votes cast “against” that director, with abstentions and broker non-votes not counted as cast either “for” or “against”). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.
Under the Company’s By-Laws, if an incumbent director does not receive the majority of votes cast, the director will promptly tender his or her resignation to the Board of Directors. The Corporate Governance, ESG, and Public Policy Committee,
publicly disclose (by a press release, a filing with the SEC or other broadly disseminated means of communication) its decision regarding the tendered resignation and the rationale behind the decision within 90 days following certification of the election results. If such incumbent director’s resignation is not accepted by the Board of Directors, such director will continue to serve until the next annual meeting and until his or her successor is duly elected or his or her earlier resignation or removal. In the case of a vacancy, the Board of Directors may appoint a new director as a replacement, may leave the vacancy unfilled or may reduce the number of directors on the Board.
Your shares will be voted as you instruct via the voting procedures described on the Proxy Card or the Notice of Internet Availability of Proxy Materials, or as you specify on your Proxy Card(s) if you elect to vote by mail. If unforeseen circumstances (such as death or disability) require the Board of Directors to substitute another person for any of the director nominees, your shares will be voted for that other person.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE TO RE-ELECT MR. COLE, |
14| The Western Union Company
SUMMARY OF CORPORATE GOVERNANCE PRACTICES
The Board of Directors believes that strong corporate governance is key to long-term stockholder value creation. Over the years, our Board of Directors has responded to evolving governance standards by enhancing our practices to best serve the interests of the Company’s stockholders, including:
Annual election of directors.
Proxy access. Our By-Laws permit qualifying stockholders or groups of qualifying stockholders that have each beneficially owned at least 3% of the Company’s Common Stock for three years to nominate up to the greater of (x) two or (y) an aggregate of 20% of the members of the Board and have information and supporting statements regarding those nominees included in the Company’s Proxy Statement.
Majority vote standard in uncontested elections. In an uncontested election, each director must be elected by a majority of votes cast, rather than by a plurality.
Stockholder right to call special meetings at 10% ownership threshold.
No stockholder rights plan (“poison pill”).
No supermajority voting provisions in the Company’s organizational documents.
Independent Board, except our CEO. Our Board is comprised of all independent directors, except our CEO.
Independent non-executive chair. The Chair of the Board of Directors is a non-executive independent director.
Independent Board committees. All of our Board Committees are made up of independent directors. Each standing committee operates under a written charter that has been approved by the Board.
Confidential stockholder voting. The Company’s Corporate Governance Guidelines provide that the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector, except under
ü | Annual election of directors. |
ü | Proxy access. Our By-Laws permit qualifying stockholders or groups of qualifying stockholders that have each beneficially owned at least 3% of the Company’s Common Stock for three years to nominate up to the greater of (x) two or (y) an aggregate of 20% of the members of the Board and have information and supporting statements regarding those nominees included in the Company’s Proxy Statement. |
ü | Majority vote standard in uncontested elections. In an uncontested election, each director must be elected by a majority of votes cast, rather than by a plurality. |
ü | Stockholder right to call special meetings at 10% ownership threshold. |
ü | No stockholder rights plan (“poison pill”). |
ü | No supermajority voting provisions in the Company’s organizational documents. |
ü | Independent Board, except our CEO. Our Board is comprised of all independent directors, except our CEO. |
ü | Independent non-executive chair. The Chair of the Board of Directors is a non-executive independent director. |
ü | Independent Board committees. All of our Board Committees are made up of independent directors. Each standing committee operates under a written charter that has been approved by the Board. |
ü | Confidential stockholder voting. The Company’s Corporate Governance Guidelines provide that the vote of any stockholder will not be revealed to anyone other than a non-employee tabulator of votes or an independent election inspector, except under circumstances set forth in the Company’s Corporate Governance Guidelines. |
circumstances set forth in the Company’s Corporate Governance Guidelines.
Board Committee authority to retain independent advisors. Each Board Committee has the authority to retain independent advisors.
Robust codes of conduct. The Company is committed to operating its business with honesty and integrity and maintaining the highest level of ethical conduct. These shared values are embodied in our Code of Conduct and require that every customer, employee, agent and member of the public be treated accordingly. The Company Code of Conduct applies to all employees, but the Company’s senior financial officers are also subject to an additional code of ethics, reflecting the Company’s commitment to maintaining the highest standards of ethical conduct. In addition, the Board of Directors is subject to a Directors’ Code of Conduct.
Board oversight of ESG matters. The Board oversees Western Union’s ESG strategy development and relevant ESG matters. To assist the Board with its oversight duties:
The Corporate Governance, ESG, and Public Policy Committee is responsible for reviewing and advising the Board with respect to ESG matters related to the Company.
The Audit Committee oversees ESG internal controls and process as well as integration of ESG risks in the Company’s enterprise risk management framework.
The Compensation Committee oversees the alignment of the Company’s ESG strategy with compensation practices.
The Compliance Committee evaluates executive performance of the Company’s ESG compensation metric related to compliance.
ü | Board Committee authority to retain independent advisors. Each Board Committee has the authority to retain independent advisors. |
ü | Robust codes of conduct. The Company is committed to operating its business with honesty and integrity and maintaining the highest level of ethical conduct. These shared values are embodied in our Code of Conduct and require that every customer, employee, agent and member of the public be treated accordingly. The Company Code of Conduct applies to all employees, but the Company’s senior financial officers are also subject to an additional code of ethics, reflecting the Company’s commitment to maintaining the highest standards of ethical conduct. In addition, the Board of Directors is subject to a Directors’ Code of Conduct. |
ü | Board oversight of ESG matters. The Board oversees Western Union’s ESG strategy development and relevant ESG matters. To assist the Board with its oversight duties: |
¡ | The Corporate Governance, ESG, and Public Policy Committee is responsible for reviewing and advising the Board with respect to ESG matters related to the Company. |
¡ | The Audit Committee oversees ESG internal controls and process as well as integration of ESG risks in the Company’s enterprise risk management framework. |
¡ | The Compensation Committee oversees the alignment of the Company’s ESG strategy with compensation practices. |
¡ | The Compliance Committee evaluates executive performance of the Company’s ESG compensation metric related to compliance. |
The Company has produced an ESG Report annually since 2018 and intends to continue to do so. The ESG Report for fiscal year 20202021 can be found on the Company’s investor relations website: http:https://ir.westernunion.com/investor-relations/ESG/default.aspxcorporate.westernunion.com/esg/. Information on the Company’s website, including our ESG Reports, is not incorporated by reference into, and does not form part of, this Proxy Statement.
ü | Robust stock ownership guidelines for senior executives and directors. Robust stock ownership requirements for our senior executives and directors strongly link the interests of management and the Board with those of stockholders. |
20222023 Proxy Statement |15
CORPORATE GOVERNANCE
Robust stock ownership guidelines for senior executives and directors. Robust stock ownership requirements for our senior executives and directors strongly link the interests of management and the Board with those of stockholders.
Prohibition against pledging and hedging of Company stock. The Company’s insider trading policies prohibit the Company’s executive officers and directors from pledging the Company’s securities and prohibit all employees (including executive officers) and directors from engaging in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities. Please see “Compensation of Directors—Prohibition Against Pledging and Hedging of
the Company’s Securities” and “Compensation Discussion and Analysis—The Western Union Executive Compensation Program—Prohibition Against Pledging and Hedging of the Company’s Securities,” below.
Regular stockholder engagement. The Company regularly seeks to engage with its stockholders to better understand their perspectives.CORPORATE GOVERNANCE
ü | Prohibition against pledging and hedging of Company stock. The Company’s insider trading policies prohibit the Company’s executive officers and directors from pledging the Company’s securities and prohibit all employees (including executive officers) and directors from engaging in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities. Please see “Compensation of Directors—Prohibition Against Pledging and Hedging of the Company’s Securities” and “Compensation Discussion and Analysis—The Western Union 2022 Executive Compensation Program—Prohibition Against Pledging and Hedging of the Company’s Securities,” below. |
ü | Regular stockholder engagement. The Company regularly seeks to engage with its stockholders to better understand their perspectives. |
You can learn more about our corporate governance by visiting the “Investor Relations, Corporate Governance” portion of the Company’s website, www.westernunion.com, or by writing to the attention of: Investor Relations, The Western Union Company, 7001 E. Belleview Avenue, WU-HQ-10, Denver, Colorado 80237.
The Board of Directors has adopted Corporate Governance Guidelines, which contain the standards that the Board of Directors uses to determine whether a director is independent. A director is not independent under these categorical standards if:
•The director is, or has been within the last three years, an employee of Western Union, or an immediate family member of the director is, or has been within the last three years, an executive officer of Western Union.
•The director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from Western Union, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service).
•(i) The director is a current partner or employee of a firm that is Western Union’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on Western Union’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on Western Union’s audit within that time.
•The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of
- | The director is, or has been within the last three years, an employee of Western Union, or an immediate family member of the director is, or has been within the last three years, an executive officer of Western Union. |
- | The director has received, or has an immediate family member who has received, during any 12-month period within the last three years, more than $120,000 in direct compensation from Western Union, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service). |
- | (i) The director is a current partner or employee of a firm that is Western Union’s internal or external auditor; (ii) the director has an immediate family member who is a current partner of such a firm; (iii) the director has an immediate family member who is a current employee of such a firm and personally works on Western Union’s audit; or (iv) the director or an immediate family member was within the last three years a partner or employee of such firm and personally worked on Western Union’s audit within that time. |
- | The director or an immediate family member is, or has been within the last three years, employed as an executive officer of another company where any of Western Union’s present executive officers at the same time serves or served on that company’s compensation committee. |
Western Union’s present executive officers at the same time serves or served on that company’s compensation committee.•The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Western Union for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues.
•The director is a current employee, or an immediate family member is a current executive officer, of a company which was indebted to Western Union, or to which Western Union was indebted, where the total amount of either company’s indebtedness to the other, in any of the last three fiscal years, exceeded 5% or more of such other company’s total consolidated assets.
•The director or an immediate family member is a current officer, director, or trustee of a charitable organization where Western Union’s (or an affiliated charitable foundation’s) annual discretionary charitable contributions to the charitable organization, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues.
- | The director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, Western Union for property or services in an amount which, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such other company’s consolidated gross revenues. |
- | The director is a current employee, or an immediate family member is a current executive officer, of a company which was indebted to Western Union, or to which Western Union was indebted, where the total amount of either company’s indebtedness to the other, in any of the last three fiscal years, exceeded 5% or more of such other company’s total consolidated assets. |
- | The director or an immediate family member is a current officer, director, or trustee of a charitable organization where Western Union’s (or an affiliated charitable foundation’s) annual discretionary charitable contributions to the charitable organization, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of such charitable organization’s consolidated gross revenues. |
The Board has reviewed the independence of the current directors under the Company’s categorical standards and the rules of the New York Stock Exchange (the “NYSE”) and found Mr. Cole, Mr. Goodman, Ms. Holden, Mr. Joerres, Mr. Miles, Mr. Murphy, Ms. Phillips, Mr. Siegmund, Ms. Sun, and Mr. Trujillo to be independent.
16| The Western Union Company
CORPORATE GOVERNANCE
BOARD LEADERSHIP STRUCTUREAND ROLE IN RISK OVERSIGHT
The Board has a non-executive Chair. This position is independent from management. The Chair sets the agendas for and presides over the Board meetings, as well as meetings of the independent directors. Our CEO is a member of the Board and participates in its meetings. The Board believes that this leadership structure is appropriate for the Company at this time because it allows for independent oversight of management, increases management accountability, and encourages an objective evaluation of management’s performance relative to compensation.
The Board will determine its leadership structure in a manner that it determines to be in the best interests of the Company and its stockholders at the time. The Chair of the Board and CEO positions may be filled by the same individual or separated, as deemed appropriate by the Board.
The Chair of the Board, among other things:
However, if the Chair of the Board is not independent, the independent directors of the Board shall elect a Lead Director.
RISK OVERSIGHT
The Board regularly devotes time during its meetings to review and discuss the most significant risks facing the Company and management’s process for identifying, prioritizing, and responding to those risks. During these discussions, the CEO, the Chief Legal Officer, the Chief Financial Officer, the Chief Enterprise Risk Officer, the Chief Compliance Officer (the “CCO”), the President, Product and Platform, the Chief Information Security Officer, the Chief Privacy and Data Governance Officer, the Chief Risk Officer, and the Chief Internal Auditor present management’s process for assessment of risks, a description of the most significant risks facing the Company, and any mitigating factors, plans, or policies in place to address and monitor those risks. The Board has also delegated certain risk oversight responsibilities to its committees.
Our management team, led by the Chief Enterprise Risk Officer, utilizes a range of processes to identify risks associated with our strategy and business, financial activities and reporting, legal and regulatory issues, information technology, and people related skills and availability. Information technology risks include those related to cybersecurity. In 2021,2022, management’s risk assessment process included a climate risk assessment as well as a cybersecurity risk assessment involving, among other things, an evaluation of external annual audits (service organization controls (“SOC”) 2 report and payment card industry (“PCI”) compliance).
Key Board Committee Oversight Responsibilities
Audit Committee. Consistent with the NYSE listing standards, to which the Company is subject, the Audit Committee bears
significant risks the Company faces. During the Audit Committee’s discussion of risk, the Company’s CEO, Chief Financial Officer, Chief Legal Officer, CCO, President, Product and Platform, the Chief Information Security Officer, the Chief Privacy and Data Governance Officer, Chief Enterprise Risk Officer, and Chief Internal Auditor present information and participate in discussions with the Audit Committee regarding risk and risk management. Risks discussed regularly include those related to global economic and political trends, business and financial performance, legal and regulatory matters, cybersecurity, data privacy, competition, legislative developments, and other matters. In 2021, the Audit Committee worked closely with the Chief Risk Officer and other members of management to oversee the management of risks to the Company related to the ongoing COVID-19 pandemic, including organizational resilience, effective management reporting, and return to office protocols.
Compliance Committee. While the Board committee with primary oversight of risk is the Audit Committee, the Board has delegated to other committees the oversight of risks within their areas of responsibility and expertise. For example, in light of the breadth and number of responsibilities that the Audit Committee must oversee, and the importance of the evaluation and management of the Company’s compliance programs, policies, and key risk exposures associated with anti-money laundering (“AML”), sanctions, anti-corruption, fraud prevention, consumer
2023 Proxy Statement |17
CORPORATE GOVERNANCE
protection, and privacy laws, including investigations or other matters that may arise in relation to such laws, the Board formed the Compliance Committee in 2013 to assist the Audit Committee and the Board with oversight of those areas. This function was previously performed by the Corporate Governance, ESG, and Public Policy Committee. Oversight of privacy matters was formally added to the Compliance Committee charter in February 2021. The Compliance Committee reports regularly on these matters to the Board and Audit Committee and during
Compensation Committee. In addition, the Compensation Committee oversees the risks associated with the Company’s compensation practices, including an annual review of the Company’s risk assessment of its compensation policies and practices for its employees and the Company’s succession planning process.
2021 Proxy Statement | 17
CORPORATE GOVERNANCE
COMMITTEES OF THE BOARD OF DIRECTORS
The current members of each Board Committee are indicated in the table below.
| Director |
| Audit | Corporate Governance, ESG and Public Policy | Compensation | Compliance | ||||
Martin I. Cole | ||||||||||
Richard A. Goodman(1) | ||||||||||
Betsy D. Holden(2) | ||||||||||
Jeffrey A. Joerres | ||||||||||
Devin B. McGranahan | ||||||||||
Michael A. Miles, Jr. | ||||||||||
Timothy P. Murphy | ||||||||||
Joyce A. Phillips(3) | ||||||||||
Jan Siegmund | ||||||||||
Angela A. Sun(4) | ||||||||||
Solomon D. Trujillo |
Chair of the Board |
Committee Chair | ||
|
Member |
(1) | Mr. Goodman will retire from the Board effective at the Annual Meeting because he has reached the Board’s mandatory retirement age, as set forth in the Company’s Corporate Governance Guidelines. |
(2) | On February 23, 2023, the Board appointed Ms. Holden Chair of the Corporate Governance, ESG, and Public Policy Committee. |
(3) | Ms. Phillips has declined to stand for re-election at the Annual Meeting. |
(4) | On February 23, 2023, the Board appointed Ms. Sun to the Compensation and Benefits Committee and removed her from the Compliance Committee. |
18| The Western Union Company
CORPORATE GOVERNANCE
Each committee operates under a charter approved by the Board. The Company’s Audit Committee Charter, Compensation and Benefits Committee Charter, Corporate Governance, ESG, and Public Policy Committee Charter, Compliance Committee Charter, and Corporate Governance
Guidelines are available without charge through the “Investor Relations, Corporate Governance” portion of the Company’s website, www.westernunion.com, or by writing to the attention of: Investor Relations, The Western Union Company, 7001 E. Belleview Avenue, WU-HQ-10, Denver, Colorado 80237.
Audit Committee | ||||||||
“During Jan Siegmund, Committee Chair | ||||||||
Additional Committee Members:Richard A. Goodman, Meetings Held in Primary Responsibilities:Pursuant to its charter, the Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to: • integrity of the Company’s consolidated financial statements; • compliance with legal and regulatory requirements; • review of the • the independent registered public accounting firm’s qualifications, independence and compensation; • review of critical accounting matters with the independent registered public accounting firm; and • performance of the Company’s internal audit function and independent registered public accounting firm. Independence:Each member of the Audit Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as the Board has determined, has no material relationship with the Company. Each member of the Audit Committee is financially literate, knowledgeable, and qualified to review financial statements. The Board has designated Service on Other Audit Committees:No director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Audit Committee. Currently, none of the Audit Committee members serve on more than two other public company audit committees. |
20222023 Proxy Statement |19
CORPORATE GOVERNANCE
Compensation and Benefits Committee | ||||||||
“In Michael A. Miles, Jr., Committee Chair | ||||||||
Additional Committee Members:Martin I. Cole, Richard A. Goodman, Betsy D. Holden, Meetings Held in Primary Responsibilities:Pursuant to its charter, the Compensation Committee has the authority to administer, interpret, and take any actions it deems appropriate in connection with any incentive compensation or equity-based plans of the Company, any salary or other compensation plans for officers and other key employees of the Company, and any employee benefit or fringe benefit plans, programs, or policies of the Company. Among other things, the Compensation Committee is responsible for: • in consultation with senior management, establishing the Company’s general compensation philosophy, and overseeing the development and implementation of compensation and benefits policies; • reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive officers, evaluating the performance of the CEO and other executive officers in light thereof, and setting compensation levels and other benefits for the CEO (with the ratification by the independent directors of the Board) and other executive officers based on this evaluation; • overseeing the Company’s regulatory compliance with respect to compensation matters; • reviewing and making recommendations to the Board regarding severance or similar termination agreements with the Company’s CEO or to any person being considered for promotion or hire into the position of CEO; • approving grants and/or awards of options, restricted stock, restricted stock units, and other forms of equity-based compensation under the Company’s equity-based plans; • developing and implementing policies with respect to the recovery or “clawback” of any excess compensation paid to any executive officers based on erroneous data; • reviewing with management and preparing an annual report regarding the Company’s Compensation Discussion and Analysis to be included in the Company’s Proxy Statement and Annual Report; • determining stock ownership guidelines for the Company’s directors and monitoring compliance with such guidelines; • in consultation with the CEO, reviewing management succession planning; • reviewing and recommending to the Board of Directors compensation for non-employee directors; and • periodically reviewing the overall effectiveness of the Company’s principal strategies related to human capital management, recruiting, retention, career development, and diversity. The Compensation Committee has the authority to delegate all or a portion of its duties and responsibilities to a subcommittee and, in some situations, may also delegate its authority and responsibility with respect to certain compensation and benefit plans and programs to one or more employees. Independence:Each member of the Compensation Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE, the Exchange Act and such other independence or other requirements as may be applicable from time to time, and as the Board has determined, has no material relationship with the Company. |
20| The Western Union Company
CORPORATE GOVERNANCE
Compliance Committee | ||||||||
“The Compliance Committee shares with regulators the goals of protecting consumers and the integrity of the global money transfer network and remains at the forefront of the Company’s focus on the execution and enhancement of the Company’s compliance policies and | ||||||||
Timothy P. Murphy, Committee Chair | ||||||||
Additional Committee Members:Martin I. Cole, Jan Siegmund, Meetings Held in Primary Responsibilities:Pursuant to its charter, the Compliance Committee assists the Audit Committee and the Board in fulfilling the Board’s oversight responsibility for the Company’s compliance with legal and regulatory requirements. Among other things, the Compliance Committee is responsible for reviewing and discussing with management: • the Company’s compliance programs, policies and key risk exposures relating to AML, sanctions, anti-corruption, fraud prevention, consumer protection, and privacy laws, including establishing procedures to be apprised of material investigations or other material matters that may arise in relation to such laws; and • legal, compliance or other regulatory matters that may have a material effect on the Company’s business, financial statements or compliance policies, including material notices to or inquiries received from governmental agencies. Independence:Each voting member of the Compliance Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE, and the Exchange Act, and as the Board has determined, has no material relationship with the Company. The Board may appoint non-voting members to the Compliance Committee that are not independent from the Company. |
20222023 Proxy Statement |21
CORPORATE GOVERNANCE
Corporate Governance, ESG, and Public Policy Committee | ||||||||
“In
| ||||||||
Additional Committee Members:Michael A. Miles, Jr. and Joyce A. Phillips Meetings Held in Primary Responsibilities:Pursuant to its charter, the Corporate Governance, ESG, and Public Policy Committee is responsible for: • recommending to the Board of Directors criteria for Board and committee membership; • considering, in consultation with the Chair of the Board and the CEO, and recruiting candidates to fill positions on the Board of Directors; • evaluating current directors for re-nomination to the Board of Directors; • recommending director nominees to the Board of Directors; • recommending to the Board of Directors appointments to committees of the Board of Directors; • recommending to the Board of Directors corporate governance guidelines, reviewing the Corporate Governance Guidelines at least annually, and recommending modifications to the Corporate Governance Guidelines to the Board of Directors; • advising the Board of Directors with respect to the charters, structure, and operations of the various committees of the Board of Directors and qualifications for membership thereon; • overseeing the development and implementation of an orientation and continuing education program for directors; • establishing and implementing self-evaluation procedures for the Board of Directors and its committees; • reviewing stockholder proposals submitted for inclusion in the Company’s Proxy Statement; • reviewing the Company’s related persons transaction policy, and as necessary, reviewing specific related person transactions; and • reviewing and advising the Board of Directors regarding public policy and ESG matters that are relevant to the Company or the industries in which the Company operates. Independence: Each member of the Corporate Governance, ESG, and Public Policy Committee meets the independence requirements of our Corporate Governance Guidelines, the NYSE and the Exchange Act, and as the Board has determined, has no material relationship with the Company. |
22| The Western Union Company
CORPORATE GOVERNANCE
CHIEF EXECUTIVE OFFICEROFFICER SUCCESSION PLANNING
The Company’s Board of Directors has developed a governance framework for CEO succession planning that is intended to provide for a talent-rich leadership organization that can drive the Company’s strategic objectives. Under its governance framework, the Board of Directors:
•Reviews succession planning for the CEO on an annual basis. As part of this process, the CEO reviews the annual performance of each member of the management team
- | Reviews succession planning for the CEO on an annual basis. As part of this process, the CEO reviews the annual performance of each member of the management team with the Board and the Board engages in a discussion with |
with the Board and the Board engages in a discussion with the CEO and the Chief People Officer regarding each team member and the team member’s development;
•Maintains a confidential plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and
•Ideally three to five years before the retirement of the current CEO, manages the succession process and determines the current CEO’s role in that process.
the CEO and the Chief People Officer regarding each team member and the team member’s development; | |
- | Maintains a confidential plan to address any unexpected short-term absence of the CEO and identifies candidates who could act as interim CEO in the event of any such unexpected absence; and |
- | Ideally three to five years before the retirement of the current CEO, manages the succession process and determines the current CEO’s role in that process. |
COMMUNICATIONS WITH THE BOARD OF DIRECTORS
Any stockholder of the Company or other interested party who desires to contact the non-management directors either as a group or individually, or Mr. McGranahan in his capacity as a director, may do so by writing to: The Western Union Company, Board of Directors, 7001 E. Belleview Avenue, Denver, Colorado 80237. Communications that are intended specifically for non-management directors should be
should be addressed to the attention of the Chair of the Corporate Governance, ESG, and Public Policy Committee. All communications will be forwarded to the Chair of the Corporate Governance, ESG, and Public Policy Committee unless the communication is specifically addressed to another member of the Board, in which case, the communication will be forwarded to that director.
BOARD ATTENDANCE AT ANNUAL MEETING OF STOCKHOLDERS
Although the Company does not have a formal policy regarding attendance by members of the Board of Directors at the Company’s Annual Meeting of Stockholders, it
encourages directors to attend. Eight out of eleven of the
All members of the Board of Directors serving at the time attended the Company’s 20212022 Annual Meeting of Stockholders.
PRESIDING DIRECTOR OF NON-MANAGEMENT DIRECTOR MEETINGS
The non-management directors meet in regularly scheduled executive sessions without management. The Chair of the Board of Directors is the presiding director at these meetings.
The Company’s Board of Directors is responsible for nominating directors for election by the stockholders and filling any vacancies on the Board that may occur. The Corporate Governance, ESG, and Public Policy Committee is responsible for identifying, screening, and recommending candidates to the Board for Board membership. The Corporate Governance, ESG, and Public Policy Committee
does not have any single method for identifying director candidates, but will consider candidates suggested by a wide range of sources, including by any stockholder, director, or officer of the Company. Mr. McGranahan, who was appointed as a member of the Board in December 2021, was recommended to the
The Corporate Governance, ESG, and Public Policy Committee will consider candidates for election to the Board suggested in writing by a third-party executive search firm.stockholder and will make a recommendation to the Board using the same criteria as it does in evaluating candidates submitted by members of the Board of Directors. Any such suggestions should be submitted to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237. If the Company receives such a suggestion, the Company may request additional information from the candidate to assist in its evaluation.
20222023 Proxy Statement |23
CORPORATE GOVERNANCE
DIRECTOR QUALIFICATIONS, REQUIREMENTS, AND EVALUATIONS |
CRITERIA
General criteria for the nomination of director candidates include experience, high ethical standards and integrity, skills, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time to Board duties–all in the context of an assessment of the perceived needs of the Board at that point in time. In exercising its director nomination responsibilities, the Corporate Governance, ESG, and Public Policy Committee considers diversity in gender, ethnicity, geography, background, and cultural viewpoints when considering director nominees, given the global nature of the Company’s business. However, the Board has not adopted a formal policy governing director diversity.
RETIREMENT POLICY
Our Corporate Governance Guidelines also require that a director retire effective at the next annual meeting of
stockholders following the time such director reaches the age of 74. The Board may waive this requirement for one year if it determines it is in the best interests of our Company. Each director is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a Board or Committee member.
The Corporate Governance, ESG, and Public Policy Committee will consider candidates for election to the Board suggested in writing by a stockholder and will make a recommendation to the Board using the same criteria as it does in evaluating candidates submitted by members of the Board of Directors. Any such suggestions should be submitted to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237. If the Company receives such a suggestion, the Company may request additional information from the candidate to assist in its evaluation.BOARD EVALUATIONS
Pursuant to our Corporate Governance Guidelines, we evaluate the overall effectiveness of the Board annually. The Board together with the Corporate Governance, ESG, and Public Policy Committee conducts annual self-evaluations of Board and committee performance, including an evaluation of the effectiveness of the nomination process. In addition, the Board conducts annual evaluations of each individual independent director.
STOCKHOLDER NOMINEES |
Stockholders may submit nominations for director candidates by giving notice to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237. The requirements for the submission of
such stockholder nominations are set forth in Article II of the Company’s By-Laws, which are available on the “Investor Relations, Corporate Governance” section of the Company’s website, www.westernunion.com.www.westernunion.com.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals, including stockholder director nominations, requested to be included in the Company’s Proxy Statement for its 20232024 Annual Meeting of Stockholders must be received by the Company not later than December 5, 2022 andNovember 29, 2023. Such stockholder proposals must comply with the requirements of Rule 14a-8, if applicable, and such nominations must comply with the Company’s proxy access By-laws, as applicable. Even ifBy-laws. Otherwise, a proposal or director nomination is not submitted in time to be considered for inclusion in the Company’s Proxy Statement for its 2023 Annual Meeting of Stockholders, a proper stockholder proposal or director nomination may stillto be considered at the Company’s 20232024 Annual Meeting of Stockholders but only if the proposal or nomination ismust be received by the Company no sooner than
January 19, 202313, 2024 and no later than February 18, 202312, 2024 and otherwise compliesmust comply with the requirements set forth in the Company’s By-Laws.
All proposals or nominations a stockholder wishes to submit at the meeting should be directed to the Corporate Secretary, The Western Union Company, 7001 E. Belleview Avenue, Denver, Colorado 80237. In addition to satisfying the foregoing requirements and those under the Company’s By-Laws, to comply with the universal proxy rules, (once effective), stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 20, 2023.13, 2024.
24 | The Western Union Company
CORPORATE GOVERNANCE
The Company’s Director’s Code of Conduct, Code of Ethics for Senior Financial Officers, Reporting Procedure for Accounting and Auditing Concerns, Attorney’s Professional Conduct Policy, and the Code of Conduct are available without charge through the “Investor Relations, Corporate Governance” section of the Company’s website, www.westernunion.com, or
by writing to the attention of:
Investor Relations, The Western Union Company, 7001 E. Belleview Avenue, WU-HQ-10, Denver, Colorado 80237. In the event of an amendment to, or a waiver from, the Company’s Code of Ethics for Senior Financial Officers, the Company intends to post such information on its website, www.westernunion.com.
24| The Western Union Company
2022 Proxy Statement | 25
The following table provides information regarding the compensation of our outside directors for 2021. Mr. Ersek, our former President and CEO, and2022. Mr. McGranahan, our current President and CEO, did not receive additional compensation in 20212022 for their serviceshis service as directors,a director, and havehas been excluded from the table. Please see the “2021“2022 Summary Compensation Table” for the compensation received by Messrs. Ersek andMr. McGranahan with respect to 2021.2022.
2021 DIRECTOR COMPENSATION |
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| FEES EARNED |
| STOCK |
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| OPTION |
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| ALL OTHER |
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| OR PAID IN |
| AWARDS |
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| AWARDS |
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| COMPENSATION |
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| TOTAL |
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NAME |
| CASH ($000) |
| ($000)(2) |
|
| ($000)(3) |
|
| ($000)(4) |
|
| ($000)(5) |
| |||||||
Martin I. Cole |
|
| 105.7 |
|
|
|
| 160.0 |
|
|
| — |
|
|
| — |
|
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| 265.7 |
|
Richard A. Goodman |
|
| 110.0 |
|
|
|
| — |
|
|
| 160.0 |
|
|
| 25.0 |
|
|
| 295.0 |
|
Betsy D. Holden |
|
| 110.0 |
|
|
|
| 160.0 |
|
|
| — |
|
|
| 25.0 |
|
|
| 295.0 |
|
Jeffrey A. Joerres |
|
| 125.0 |
| (1) |
|
| 360.0 |
|
|
| — |
|
|
| — |
|
|
| 485.0 |
|
Michael A. Miles, Jr. |
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| 120.0 |
|
|
|
| 160.0 |
|
|
| — |
|
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| 25.0 |
|
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| 305.0 |
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Timothy Murphy |
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| 128.0 |
|
|
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| 160.0 |
|
|
| — |
|
|
| — |
|
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| 288.0 |
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Joyce A. Phillips |
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| 105.0 |
|
|
|
| 160.0 |
|
|
| — |
|
|
| 15.0 |
|
|
| 280.0 |
|
Jan Siegmund |
|
| 125.0 |
|
|
|
| — |
|
|
| 160.0 |
|
|
| — |
|
|
| 285.0 |
|
Angela A. Sun |
|
| 110.0 |
|
|
|
| 160.0 |
|
|
| — |
|
|
| 25.0 |
|
|
| 295.0 |
|
Solomon D. Trujillo |
|
| 110.0 |
|
|
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| 80.0 |
|
|
| 80.0 |
|
|
| — |
|
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| 270.0 |
|
2022 DIRECTOR COMPENSATION | ||||||||||||
NAME | FEES EARNED OR PAID IN CASH ($000) | STOCK AWARDS ($000)(2) | OPTION AWARDS ($000)(3) | ALL OTHER COMPENSATION ($000)(4) | TOTAL ($000)(5) | |||||||
Martin I. Cole | 105.0 | 160.0 | — | 22.5 | 287.5 | |||||||
Richard A. Goodman | 110.0 | — | 160.0 | 25.0 | 295.0 | |||||||
Betsy D. Holden | 110.0 | 80.0 | 80.0 | 33.0 | 303.0 | |||||||
Jeffrey A. Joerres | 125.0(1) | 360.0 | — | 5.0 | 490.0 | |||||||
Michael A. Miles, Jr. | 120.0(1) | 160.0 | — | — | 280.0 | |||||||
Timothy Murphy | 130.0 | 160.0 | — | — | 290.0 | |||||||
Joyce A. Phillips | 105.0 | 160.0 | — | — | 265.0 | |||||||
Jan Siegmund | 125.0 | 160.0 | — | — | 285.0 | |||||||
Angela A. Sun | 110.0 | 160.0 | — | 13.0 | 283.0 | |||||||
Solomon D. Trujillo | 110.0 | 80.0 | 80.0 | — | 270.0 |
Footnotes:
|
| Messrs. Joerres and Miles elected to receive |
| (2) | The amounts in this column represent the value of stock units granted to director as annual equity grants. Stock awards consist of |
| (3) | The amounts in this column represent the value of stock options granted to directors as an annual equity grant. The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, |
| (4) | All Other Compensation represents matches under the Company’s gift matching program that the Company made in |
| (5) | As of December 31, |
NAME | STOCK UNITS | OPTIONS | |||
Martin I. Cole | 17,279 | 9,208 | |||
Richard A. Goodman | 58,849 | 121,722 | |||
Betsy D. Holden | 106,487 | 23,130 | |||
Jeffrey A. Joerres | 155,042 | 11,448 | |||
Michael A. Miles, Jr. | 145,143 | — | |||
Timothy Murphy | 11,830 | 20,084 | |||
Joyce A. Phillips | 12,302 | — | |||
Jan Siegmund | 8,593 | 79,247 | |||
Angela A. Sun | 22,217 | 22,620 | |||
Solomon D. Trujillo | 37,949 | 200,210 |
2023 Proxy Statement |25
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| NAME |
| STOCK UNITS |
|
| OPTIONS |
| ||
| Martin I. Cole |
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| 15,378 |
|
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| 9,208 |
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| Richard A. Goodman |
|
| 58,849 |
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| 75,462 |
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| Betsy D. Holden |
|
| 102,190 |
|
|
| — |
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| Jeffrey A. Joerres |
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| 128,993 |
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| 11,448 |
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| Michael A. Miles, Jr. |
|
| 140,183 |
|
|
| — |
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| Timothy Murphy |
|
| 9,929 |
|
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| 20,084 |
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| Joyce A. Phillips |
|
| 10,401 |
|
|
| — |
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| Jan Siegmund |
|
| — |
|
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| 79,247 |
|
| Angela A. Sun |
|
| 20,316 |
|
|
| 22,620 |
|
| Solomon D. Trujillo |
|
| 36,998 |
|
|
| 177,080 |
|
26 | The Western Union Company
COMPENSATION OF DIRECTORS
The Compensation Committee is responsible for recommending to the Board the compensation of the Company’s outside directors. As part of this process, the Compensation Committee reviews the outside director compensation program annually to evaluate whether it is competitive with market practices by considering input from
from Meridian Compensation Partners, LLC (“Meridian”), the Compensation Committee’s independent compensation consultant, regarding the Company’s historical practices with respect to outside director compensation as well as market data for the same peer group used for determining executive compensation.
CASH COMPENSATION |
In 2021,2022, each outside director (other than our Non-Executive Chair) received the following cash compensation for service on our Board and committees of our Board (proratedBoard:
- | an annual Board retainer fee of $85,000; |
- | an annual committee chair retainer fee of $30,000 for the chairs of the Audit Committee and the Compliance Committee and $25,000 for the chairs of the Compensation Committee and the Corporate Governance, ESG and Public Policy Committee; and |
- | an annual committee member retainer fee of $15,000 for non-chair members of the Audit Committee and $10,000 for non-chair members of each other committee of our Board. |
Cash compensation payable to an outside director will be pro-rated for any partial years of service):
•an annualservice on the Board retainer fee of $85,000;
•an annual committee chair retainer fee of $30,000 for the chairs of the Audit Committee and the Complianceor a committee.
Committee and $25,000 for the chairs of the Compensation Committee and the Corporate Governance, ESG and Public Policy Committee; and
•an annual committee member retainer fee of $15,000 for non-chair members of the Audit Committee and $10,000 for non-chair members of each other committee of our Board.
EQUITY COMPENSATION |
The 20212022 outside director equity awards were granted pursuant to our Long-Term Incentive Plan. The purpose of these awards is to advance the interests of the Company and its stockholders by encouraging stock ownership by our outside directors and by helping the Company attract, motivate, and retain highly qualified outside directors.
In 2021,2022, all of our outside directors (other than our Non-Executive Chair) were eligible to receive an annual equity grant with a value of $160,000 for service on our Board and committees of our Board.
The 20212022 equity grant will be settled in shares of common stock and have a one-year vesting requirement, subject to pro-rata vesting for a qualifying departure from the Board. For 2021,2022, each outside director had the choice of electing to receive such director’s annual retainer fees described above in the form of cash, equity or a combination thereof. For 2021,2022, each outside director had the choice of election to receive such director’s annual equity grant in the form (a) all stock options, (b) all restricted stock units, (c) a combination of 75% stock options and 25% restricted stock units, (d) a combination of 50% stock options and 50% restricted stock units, or (e) a combination of 75% restricted stock units and 25% stock options.
COMPENSATION OF OUR NON-EXECUTIVE CHAIR |
In 2021,2022, our Non-Executive Chair received the following compensation in lieu of the compensation described above for our other outside directors:
•an annual retainer fee of $125,000; and
•an annual equity grant with a value of $360,000.
- | an annual retainer fee of $125,000; and |
- | an annual equity grant with a value of $360,000. |
Our Non-Executive Chair has the choice to receive his annual retainer fee in the forms discussed above under “Compensation of Directors—Equity Compensation.” The Non-Executive Chair annual equity grant has a one-year vesting condition, subject to pro-rata vesting for a qualifying departure from the Board.
26| The Western Union Company
COMPENSATION OF DIRECTORS
CHARITABLE CONTRIBUTIONS |
Outside directors may participate in the Company’s gift matching program on the same terms as the Company’s executive officers and employees. Under this program, contributions up to $100,000 per calendar year that the director makes to the Foundation without designating a
recipient organization will be matched by the Company $2
for every $1 contributed. Contributions made or directed to be made to an eligible organization, as defined in the program, up to an aggregate amount of $25,000 per calendar year will be equally matched by the Company through the Foundation.
REIMBURSEMENTS |
Directors are reimbursed for their expenses incurred by attending Board, committee, and stockholder meetings, including those for travel, meals, and lodging. Occasionally, a spouse or other guest may accompany directors on corporate aircraft when the aircraft is already scheduled for business
business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company and, as a result, no amount is reflected in the 20212022 Director Compensation table.
INDEMNIFICATION AGREEMENTS |
Each outside director has entered into a Director Indemnification Agreement with the Company to clarify indemnification procedures. Consistent with the indemnification rights already provided to directors of the Company in the Company’s Certificate of Incorporation,Charter, each agreement provides that the Company will indemnify
and hold harmless each outside director to the fullest extent permitted or authorized by the General Corporation Law of the State of Delaware in effect on the date of the agreement or as such laws may be amended or replaced to increase the extent to which a corporation may indemnify its directors.
EQUITY OWNERSHIP GUIDELINES |
Each outside director is expected to maintain an equity investment in Western Union equal to five times his or her annual cash retainer, which must be achieved within five years of the director’s initial election to the Board. The holdings that generally may be counted toward achieving the equity investment guidelines include outstanding stock awards or
awards or units, shares obtained through stock option exercises, shares owned jointly with or separately by the director’s spouse, and shares purchased on the open market. As of the Record Date, all outside directors have met or, within the applicable period, are expected to meet, these equity ownership guidelines.
PROHIBITION AGAINST PLEDGING AND HEDGING OF THE COMPANY’S SECURITIES |
The Company’s Insider Trading Policy prohibits the Company’s directors from pledging the Company’s securities or engaging in hedging or short-term speculative trading of the Company’s
the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities.
20222023 Proxy Statement |2827
REPORT OF THE AUDIT COMMITTEE
The Audit Committee is currently comprised of sixfive independent directors and operates under a written charter adopted by the Board. The Audit Committee reviews the charter at least annually, reviewing it last in December 2021.2022. The charter is available through the “Investor Relations, Corporate Governance” portion of the Company’s website www.westernunion.com.
The Board has the ultimate authority for effective corporate governance, including the role of oversight of the management of the Company. The Audit Committee’s purpose is to assist the Board in fulfilling its oversight responsibilities with respect to the Company’s consolidated financial statements, independent registered public accounting firm qualifications and independence, performance of the Company’s internal audit function and independent registered public accounting firm, and other matters identified in the Audit Committee Charter. The Audit Committee relies on the expertise and knowledge of management, the internal auditors and the independent registered public accounting firm in carrying out its responsibilities. Management is responsible for the preparation, presentation, and integrity of the Company’s consolidated financial statements, accounting and financial reporting principles, internal control over financial reporting and disclosure controls, and procedures designed to ensure compliance with accounting standards, applicable laws, and regulations. In addition, management is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of the Company’s system of internal control. The Company’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of the consolidated financial statements and for expressing an opinion on the conformity of those financial statements with United States generally accepted accounting principles. The Company’s independent registered public accounting firm is also responsible for expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
The Audit Committee engages in an annual evaluation of the independent public accounting firm’s qualifications, assessing the firm’s quality of service, the firm’s sufficiency of resources, the quality of the communication and interaction with the firm, and the firm’s independence, objectivity, and professional skepticism. In evaluating and selecting the Company’s independent registered public accounting firm, the Audit Committee considers, among other things, historical and recent performance of the firm, an analysis of known significant legal or regulatory proceedings related to the firm, recent Public Company Accounting Oversight Board (the “PCAOB”) reports regarding the firm, industry experience, audit fee revenues, audit approach, and the independence of the firm. The Audit Committee also periodically considers the advisability and potential impact
of selecting a different independent public accounting firm. In addition, the Audit Committee is involved in the lead audit partner selection process.
During fiscal year 2021,2022, the Audit Committee fulfilled its duties and responsibilities as outlined in its charter. Specifically, the Audit Committee, among other actions:
• reviewed and discussed with management and the independent registered public accounting firm the Company’s quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC;
• reviewed with management, the independent registered public accounting firm and the internal auditor, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the Company’s internal control over financial reporting;
• reviewed with the independent registered public accounting firm, management, and the internal auditor, as appropriate, the audit scope and plans of both the independent registered public accounting firm and internal auditor;
• reviewed with the independent registered public accounting firm the critical audit matters expected in their report for the 2021 audit;
• met in periodic executive sessions with each of the independent registered public accounting firm, management, and the internal auditor;
• received the written disclosures and the annual letter from Ernst & Young LLP provided to us pursuant to PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, concerning their independence and discussed with Ernst & Young LLP their independence; and
• reviewed and pre-approved all fees paid to Ernst & Young LLP, as described in Proposal 3–Ratification of Selection of Auditors, and considered whether Ernst & Young LLP’s provision of non-audit services to the Company was compatible with the independence of the independent registered public accounting firm.
- | reviewed and discussed with management and the independent registered public accounting firm the Company’s quarterly earnings press releases, consolidated financial statements, and related periodic reports filed with the SEC; |
- | reviewed with management, the independent registered public accounting firm and the internal auditor, management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the effectiveness of the Company’s internal control over financial reporting; |
- | reviewed with the independent registered public accounting firm, management, and the internal auditor, as appropriate, the audit scope and plans of both the independent registered public accounting firm and internal auditor; |
- | reviewed with the independent registered public accounting firm the critical audit matters expected in their report for the 2022 audit; |
- | met in periodic executive sessions with each of the independent registered public accounting firm, management, and the internal auditor; |
- | received the written disclosures and the annual letter from Ernst & Young LLP provided to us pursuant to PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence, concerning their independence and discussed with Ernst & Young LLP their independence; and |
- | reviewed and pre-approved all fees paid to Ernst & Young LLP, as described in Proposal 4–Ratification of Selection of Auditors, and considered whether Ernst & Young LLP’s provision of non-audit services to the Company was compatible with the independence of the independent registered public accounting firm. |
The Audit Committee has reviewed and discussed with the Company’s management and independent registered public accounting firm the Company’s audited consolidated financial statements and related footnotes for the fiscal year ended December 31, 2021,2022, and the independent registered public accounting firm’s report on those financial statements. Management represented to the Audit Committee that the Company’s financial statements were prepared in accordance with United States generally accepted accounting principles.
2022 Proxy Statement 28|29 The Western Union Company
REPORT OF THE AUDIT COMMITTEE
We have discussed with Ernst & Young LLP the matters required to be discussed with the Audit Committee by the applicable requirements of the PCAOB and the SEC. Such communications include, among other items, matters relating to the conduct of an audit of the Company’s consolidated financial statements under the standards of the PCAOB. This review included a discussion with management and the independent registered public accounting firm about the quality (not merely the acceptability) of the Company’s accounting principles, the reasonableness of significant
estimates and judgments, and the disclosures in the Company’s financial statements,
including the disclosures relating to critical accounting policies.
In reliance on the review and discussions described above, we recommended to the Board of Directors, and the Board approved, that the audited consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 for filing with the SEC.
Jan Siegmund (Chair)
Richard A. Goodman
Timothy P. Murphy
Angela A. Sun
Solomon D. Trujillo
2023 Proxy Statement |29
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30 | The Western Union Company
COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Company’s Compensation Discussion and Analysis with management and based on such review and discussion, the Compensation and Benefits Committee recommended to the Board of
Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement and its Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022.
Compensation and Benefits CommitteeCommittee*
Michael A. Miles, Jr. (Chair)
Martin I. Cole
Richard A. Goodman
Betsy D. Holden
Richard A. Goodman
Joyce Phillips
* | Angela A. Sun joined the Compensation Committee after it recommended the Compensation Discussion and Analysis to the Board. |
30| The Western Union Company
2022 Proxy Statement | 31
COMPENSATION DISCUSSIONDISCUSSION AND ANALYSIS
BUSINESS OVERVIEW
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The Western Union Company provides people and businesses with fast, reliable, and convenient ways to send money and make payments around the world. Western Union offers its services in more than 200 countries and territories. Our business is complex: our regulatory environment is disparate and developing; our consumers are different from those addressed by traditional financial services firms; and our agent and client relationships are numerous and varied.
Union’s success, and our leadership must be capable of supporting our Company’s goals amid this complexity.
The Company’s key strategic prioritiespillars for 20212022 are set forth in the chart below. The performance goals and objectives under our annual incentive and long-term incentive programs were designed to support these strategic priorities.pillars and to support the Company during a time of leadership transition and strategic transformation.
Please see our 20212022 Annual Report on Form 10-K for more information regarding our performance.
| (1) | See Annex A for a reconciliation of measures that are not based on accounting principles generally accepted in the United States (“GAAP”) to the comparable GAAP measure. |
2023 Proxy Statement |31
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32 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION FRAMEWORK
The Company’s executive compensation framework reinforcesis designed to reinforce our executive compensation philosophy and objectives and includes the following:
WHAT WE DO |
A significant portion of our targeted annual compensation is performance-based and/or subject to forfeiture (“at-risk”), with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by our Company’s strategy. For
Performance measures for incentive compensation are linked to the overall performance of the Company and are designed to be aligned with the creation of long-term stockholder value.
Our long-term incentive awards are equity-based, use performance and multi-year vesting provisions to encourage retention, and are designed to align our NEOs’ interests with long-term stockholder interests. For
The Company utilizes a mix of performance metrics that emphasize both absolute performance goals, which provide the primary links between incentive compensation and the Company’s strategic operating plan and financial results, and a relative
The Compensation Committee chair and members of management engage with stockholders regularly to discuss and understand their perceptions or concerns regarding our executive compensation program.
The Company may recover incentive compensation paid to certain officers in the event of an accounting restatement or if such officers engaged in detrimental conduct, as defined in the clawback policy. In addition, the Company may recover incentive compensation paid to certain officers for conduct that is determined to have contributed to material compliance failures, subject to applicable laws.
We require our executive officers to own a meaningful amount of Company stock to align them with long-term stockholder interests (6x base salary in the case of our CEO and 3x base salary for our other continuing NEOs).
Our annual incentive program incorporates ESG metrics, which qualitatively assess progress towards the
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2022 Proxy Statement | 33
32| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
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MANAGEMENT TRANSITION
CHIEF EXECUTIVE OFFICER COMPENSATION
On December 27, 2021, Devin McGranahan succeeded Hikmet Ersek asassumed the Company’s newposition of President and Chief Executive Officer. Upon Mr. McGranahan’s start date, Mr. Ersek assumed the role as Special Advisor to the Chief Executive Officer with such service expected to continue
through June 30, 2022. Please see the section below entitled “CEO Transition Compensation” for a description of the compensation arrangements entered into with Messrs. McGranahan and Ersek in connection with the CEO transition.
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Because Mr. Ersek served as CEO of the Company until lateon December 27, 2021 this section describesand his 2022 compensation was set in 2021 after considering the input of the committee’s independent compensation consultant, market data for the CEO role, the compensation paid or granted toreceived by Mr. Ersek in 2021. Mr. Ersek’s 2021 base salaryMcGranahan at his prior employer, including the compensation that would be forfeited upon him joining the Company, and annual and long-term incentive award targets remained unchanged from the levels set in 2020. Mr. Ersek’s 2021 compensation continued to be aligned with median compensation for chief executive officers in the 2021 peer group, based on the most recent publicly available information, as compiledreceived by the Compensation Committee’s independent compensation consultant.Company’s prior CEO. For 20212022 performance, Mr. ErsekMcGranahan received an annual incentive payout of $1,392,300,$986,000 reflecting achieved performance of 78%58% of target, as further described on pages 43-45. In addition, 2021 was the final performance year of the 2019 PSU grants. Primarily, due to the impact of COVID-19 on the Company’s operations in 2020 and 2021, the TSR PSUs did not vest, while the Financial PSUs vested at 28% despite achieving close to target performance for the first year of the three-year performance period.
41-43.
In 2021,2022, Mr. Ersek’sMcGranahan’s long-term incentive allocation continued to bewas comprised of 50% Financial PSUs, 20% TSR60% PSUs, 20% stock options and 10%20% service-based RSUs. Further information with respect to the 20212022 long-term incentive awards can be found on pages 45-49.43-47.
Mr. Ersek’s 2021McGranahan’s 2022 total target direct compensation (which includes base salary, target bonus opportunity and the 20212022 long-term incentive grant value) was weighted significantly toward variable and performance-based incentive pay over fixed pay, and long-term, equity-based pay over annual cash compensation, because the Compensation Committee desired to tie a significant level of the CEO’s compensation to the performance of the Company.
The percentage of compensation delivered in the form of performance-based compensation in 2022 was higher for Mr. ErsekMcGranahan as compared to our other NEOs because the
Compensation Committee believes that the CEO’s leadership is one of the key drivers of the Company’s success and that a greater percentage of the CEO’s total compensation should be variable as a reflection of the Company’s level of performance. Market data provided by the Compensation Committee’s independent compensation consultant supported this practice as well.
The following chart illustrates our CEO pay philosophy of heavily weighting targeted CEO compensation toward variable, performance-based pay elements.
CEO 2022 TOTAL TARGET DIRECT COMPENSATION
34 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
2022 SAY ON PAY VOTE
The Company received approximately 94%88% support for its “say on pay” vote at the Company’s 20212022 Annual Meeting of Stockholders and an average support level of 93%91% for the Company’s “say on pay” votes over the last five years. After considering the 20212022 “say on pay” results, the committee
Compensation Committee determined that the Company’s executive compensation philosophy, compensation objectives, and compensation elements continued to be
appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 20212022 “say on pay” vote. While the committee did not make any changes to the 2022 program in response to the 2022 “say on pay vote,” as further described below, the committee did refine the program to create the incentives deemed necessary during a time of leadership transition and strategic transformation.
2023 Proxy Statement |33
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COMPENSATION DISCUSSION AND ANALYSIS
STOCKHOLDER ENGAGEMENT
Management and the Compensation Committee Chair regularly reach out to stockholders to better understand their views on the Company’s executive compensation program, the “say on pay” vote and our executive compensation disclosure. In 2021,2022, the Company reached out to stockholders who held approximately 70%69% of the Company’s outstanding common stock to discuss the Company’s
executive compensation program and held discussions with all stockholders who accepted the Company’s invitation. Over the past few years, the committeeCompensation Committee and management have found these discussions to be very helpful in their ongoing evaluation of the Company’s executive compensation program, and intend to continue to obtain this feedback in the future.
2022 Proxy Statement | 35
COMPENSATION DISCUSSION AND ANALYSIS
ESTABLISHING AND EVALUATINGEVALUATING EXECUTIVE COMPENSATION
INTRODUCTION
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This Compensation Discussion and Analysis describes how the Compensation Committee determined 20212022 executive compensation, the elements of our executive compensation program and the compensation of each of our NEOs.
The information provided should be read together with the information presented in the “Executive Compensation” section of this Proxy Statement. For 2021,2022, the NEOs were:(1)
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| For 2022, the NEOs also included Raj Agrawal, |
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On December 27, 2021, Mr. Ersek retired as the Company’s President and Chief Executive Officer and assumed the role of Special Advisor to the CEO, with such service scheduled to terminate on June 30, 2022.
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(2) | In July 2022, Matt Cagwin joined the Company as its Head of Business Unit Financial Planning and Analysis and was promoted to interim Chief Financial Officer (“CFO”) after Mr. Agrawal’s resignation from the Company. Mr. Cagwin did not participate in the Company’s 2022 annual compensation program for NEOs due to his role during 2022 as interim CFO and mid-year employment commencement. Effective January 20, 2023, Mr. Cagwin was promoted to the position of CFO. Please see “Employment Arrangements” later in this “Compensation Discussion and Analysis” for a discussion of Mr. Cagwin’s 2022 compensation arrangements as well as the compensation awarded to him upon his January 2023 promotion to CFO. |
(3) | On February 24, 2023, the Company determined that Gabriella Fitzgerald would cease serving as President, North America, effective as of March 10, 2023. Upon her departure, Ms. Fitzgerald became eligible for benefits under the Company’s existing Severance/Change in Control Policy (Executive Committee Level). |
(4) | Benjamin Adams joined the Company as its Chief Legal Officer on June 1, 2022. He has also served as our Interim Chief People Officer since February 2023. |
36 34| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
OUR EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES
The Compensation Committee has adopted the following compensation objectives and guiding principles to align the Company’s incentive compensation program with the Company’s overall executive compensation philosophy:
Our Executive Compensation Philosophy The Compensation Committee believes the Company’s executive compensation program should reward actions and behaviors that build a foundation for the long-term strength and performance of the Company, while also rewarding the achievement of short-term performance goals informed by the Company’s strategy. | |||
Objectives | |||
| •Align executive goals and compensation with stockholder interests •Attract, retain and motivate outstanding executive talent •Pay-for-performance – Hold executives accountable and reward them for achieving financial, strategic and operating goals | ||
Guiding | |||
| •Pay-for-Performance: Pay is significantly performance-based and at-risk, with emphasis on variable pay to reward short- and long-term performance measured against pre-established objectives informed by the Company’s strategy. •Align Compensation with Stockholder Interests: Link incentive payouts with the overall performance of the Company, including achievement of financial and strategic objectives, as well as individual performance and contributions, to create long-term stockholder value. •Stock Ownership Guidelines: Our program requires meaningful stock ownership by our executives to align them with long-term stockholder interests. •Emphasis on Future Pay Opportunity vs. Current Pay: Our long-term incentive awards are delivered in the form of equity-based compensation with multi-year vesting provisions to encourage retention. •Hire, Retain and Motivate Top Talent: Offer market-competitive compensation which clearly links payouts to actual performance, including rewarding appropriately for superior results, facilitating the hire and retention of high-caliber individuals with the skills, experience and demonstrated performance required for our Company. •Principled Programs: Structure our compensation programs considering corporate governance best practices and in a manner that is understandable by our participants and stockholders. | ||
THE BOARD OF DIRECTORS AND THE COMPENSATION COMMITTEE
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TheOur Board of Directors oversees the goals and objectives of the Company and the CEO, evaluates succession planning with respect to the CEO and evaluates the CEO’s performance. The Compensation Committee supports the Board by:
•Establishing the Company’s compensation philosophy;
•Overseeing the development and implementation of the Company’s compensation and benefits policies;
•Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive officers;
• | Establishing the Company’s compensation philosophy; |
• | Overseeing the development and implementation of the Company’s compensation and benefits policies; |
• | Reviewing and approving corporate goals and objectives relevant to the compensation of the CEO and other executive officers; |
•Approving the compensation levels of each of the executive officers;
•Approving the compensation of the CEO, with ratification by the independent directors of the Board; and
•Overseeing critical role development and succession efforts by providing strategic direction as the Board identifies key executive skills and experience priorities.
• | Approving the compensation levels of each of the executive officers; |
• | Approving the compensation of the CEO, with ratification by the independent directors of the Board; and |
• | Overseeing critical role development and succession efforts by providing strategic direction as the Board identifies key executive skills and experience priorities. |
The Compensation Committee’s responsibilities under its charter are further described in the “Corporate Governance—Committees of the Board of Directors” section of this Proxy Statement.
20222023 Proxy Statement |3735
COMPENSATION DISCUSSION AND ANALYSIS
Mr. Ersek,McGranahan, while not a member of the Compensation Committee, attended portions of each meeting of the Compensation Committee in 20212022 to contribute to and understand the committee’s oversight of, and decisions relating to, executive compensation. Mr. ErsekMcGranahan did not attend portions of the meetings relating to his compensation. The Compensation Committee regularly conducts executive sessions without management present.
The Compensation Committee also engages in an ongoing dialog with the CEO and the committee’s independent compensation consultant in the evaluation and establishment of the elements of our executive compensation program. Further, the committeeCompensation Committee received input from employees in the Company’s human resources department, including the Chief People Officer, in making executive compensation decisions.
COMPENSATION CONSULTANTS
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During 2021,2022, Meridian continued to provide executive and director compensation consulting services to the Compensation Committee.
Meridian is retained by and reports directly to the Compensation Committee and participates in committee meetings. Meridian informs the committee on market trends, as well as regulatory issues and developments and how they may impact the Company’s executive compensation program. Meridian also:
•Participates in the design of the executive compensation program to help the committee evaluate the linkage between pay and performance;
•Reviews market data and advises the committee regarding the compensation of the Company’s executive officers;
•Reviews and advises the committee regarding outside director compensation; and
• | Participates in the design of the executive compensation program to help the committee evaluate the linkage between pay and performance; |
• | Reviews market data and advises the committee regarding the compensation of the Company’s executive officers; |
• | Reviews and advises the committee regarding outside director compensation; and |
•Performs an annual risk assessment of the Company’s compensation program, as described in the “Executive Compensation—Risk Management and Compensation” section of this Proxy Statement.
• | Performs an annual risk assessment of the Company’s compensation program, as described in the “Executive Compensation—Risk Management and Compensation” section of this Proxy Statement. |
Meridian does not provide any other services to the Company. The Compensation Committee has assessed the independence of Meridian pursuant to the NYSE rules and the Company concluded that the work performed by Meridian for the Compensation Committee did not raise any conflict of interest.
During 2021,2022, management retained the services of Willis Towers Watson PLC (“WTW”) to assist the Company in evaluating the Company’s annual and long-term incentive programs. The Compensation Committee has assessed the independence of WTW pursuant to the NYSE rules and the Company concluded that WTW’s work did not raise any conflict of interest.
SETTING 2022 COMPENSATION
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In late 2020,2021, the Compensation Committee, working with Meridian and the CEO, engaged in a detailed review of the Company’s executive compensation program to evaluate whether the design and levels of each compensation element were:
• | Appropriate to support the Company’s strategic performance objectives, strategic transformation and leadership transition; |
• | Consistent with the philosophy and objectives described under “—Our Executive Compensation Philosophy and Objectives” above; and |
• | Reasonable when compared to market pay practices (see “—Market Comparison” below). |
•Appropriate to support the Company’s strategic performance objectives;
•Consistent with the philosophy and objectives described under “—Our Executive Compensation Philosophy and Objectives” above; and
•Reasonable when compared to market pay practices (see “—Market Comparison” below).
For 2021 the Compensation Committee retained the overall structure and design of the 2020 executive compensation program, except that the committee approved the use of three one-year performance periods for the Financial PSUs in light of the economic uncertainty caused by the ongoing COVID-19 pandemic. All of the one-year performance goals for the 2021-2023 Financial PSUs were set at the beginning of the performance period and any earned PSUs do not vest until the three-year anniversary of the grant date. Consistent with the 2020 executive compensation program, the Company’s 20212022 executive compensation program was
continued to be significantly weighted towards performance-based compensation and included a diversified mix of long-term
incentive awards. However, for 2022, the Compensation Committee made certain modifications from the design of the 2021 executive compensation program to help create the incentives deemed necessary during a time of leadership transition and strategic transformation. In particular, recognizing that the Company was at an important inflection point with the CEO transition and the Company’s reset of its strategic operating plan, the Compensation Committee revisited the executive compensation program goals and design to develop a program that would appropriately incentivize participants as the Company continued to refine its strategic operating plan under its new leadership and retain participants over this period of transition. Accordingly, with respect to the 2022 Annual Incentive Plan, the Compensation Committee modified the performance metrics as compared to prior years by replacing the historical use of operating income with profit margin and earnings per share (“EPS”). In addition, the Compensation Committee included performance goals relating to westernunion.com revenue growth and the Company’s execution of its long-term strategic operating plan. With respect to the Long-Term Incentive Plan, the
36| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee approved the grant of PSUs subject to vesting based solely on revenue growth (rather than the prior design of vesting based on revenue and operating margin), with annual performance goals established at the beginning of each year during the performance period to reflect the difficulty of establishing three-year performance goals during a time of strategic transformation at the Company. In addition, in order to simplify the program and tie a greater percentage to the achievement of performance goals within the control of management, the Compensation Committee approved the use of a TSR payout modifier rather than the stand-alone TSR PSUs that were granted in prior years. Under this design, the vesting of the 2022 PSUs could be adjusted by +/-25% based upon the Company’s relative TSR ranking. In addition, to reflect market practices, the Compensation Committee modified the vesting schedule for the service-based RSUs granted in 2022 as compared to prior years to provide for one-third annual vesting as compared to cliff vesting on the third anniversary of the grant date. Each of these changes were designed to support the Company during a time of leadership transition and strategic transformation, further align the Company’s executive compensation program with market practices and help the Company retain and incentivize its key talent.
The Compensation Committee set the annual and long-term incentive targets for the 20212022 executive compensation program in February 2021.2022. The Compensation Committee believed at the time that the performance targets were rigorous yet achievable, and therefore established the targets so that they would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 20212022 and the 2021-20232022-2024 performance period.
With respect to setting 20212022 compensation levels, Mr. ErsekMcGranahan presented to the Compensation Committee his evaluation and recommendation for each of the other then-serving NEOs and their respective salary, annual bonus targets, and long-term incentive award targets. Mr. ErsekMcGranahan based his assessments on a number of factors, including but not limited to: individual performance and relative contributions to the Company’s success; the performance of the executive’s respective business unit or functional area; retention considerations; market data; compensation history; and internal equity. After consideration and discussion, the
38 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Committee reviewed and approved Mr. Ersek’s 2021McGranahan’s 2022 recommendations for the then-serving NEOs other than himself.
Also in early 2021, Mr. Ersek submitted a self-evaluation to the Compensation Committee. The committee shared Mr. Ersek’s goals for the year and his self-evaluation with the independent members of the Board, who then evaluated Mr. Ersek’s performance in 2020 based on his actual performance versus such goals. In setting Mr. Ersek’sMcGranahan’s 2022 compensation at the time he agreed to join the Company in November 2021, compensation, the committeeCompensation Committee considered this evaluation,
the input of Meridian, market data regarding chief executive officerfor the CEO role, the compensation levels providedreceived by Meridian,Mr. McGranahan at his prior employer, including the compensation that would be forfeited upon him joining the Company, and a tally sheet of Mr. Ersek’s historical and currentthe compensation data, among other information.received by the Company’s prior CEO. No member of management made any recommendations regarding Mr. Ersek’sMcGranahan’s compensation or, except for the Company’s Chief People Officer, participated in the portions of the Compensation Committee meeting or in the meeting of the independent directors of the Board during which Mr. Ersek’sMcGranahan’s compensation was determined or ratified.
MARKET COMPARISON
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For 2021,2022, the Compensation Committee considered market pay practices when setting executive compensation, but did not target percentile ranks of specific compensation elements or total target direct compensation against the market data. Instead, the committee used market data to assess the overall competitiveness and reasonableness of the Company’s executive compensation program.
While the Compensation Committee considers relevant market pay practices when setting executive compensation, it does not believe it is appropriate to establish compensation levels based only on market practices. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of Company and individual performance and peer compensation levels. The factors that influence the amount of compensation awarded include, but are not limited to:
• | Market competition for a particular position; |
• | Experience and past performance inside or outside the Company; |
• | Role and responsibilities within the Company; |
• | Tenure with the Company and associated institutional knowledge; |
• | Long-term potential with the Company; |
• | Innovative thinking and leadership; |
• | Money transfer or financial services industry expertise; |
• | Personal performance and contributions; |
• | Succession planning; |
• | Past and future performance objectives; and |
• | Value of the position within the Company. |
•Market competition for a particular position;2023 Proxy Statement | 37
•Experience and past performance inside or outside the Company;
•Role and responsibilities within the Company;
•Tenure with the Company and associated institutional knowledge;
•Long-term potential with the Company;
•Innovative thinking and leadership;
•Money transfer or financial services industry expertise;
•Personal performance and contributions;
•Succession planning;
•Value of the position within the Company.COMPENSATION DISCUSSION AND ANALYSIS
As further discussed below, the committeeCompensation Committee considered market data from both an executive compensation peer group and a general industry compensation survey, but did not assign a specific weight to either data source.
The Compensation Committee believes that the Company’s executive compensation peer group should reflect the markets in which the Company competes for business, executive talent and capital. Accordingly, the Company’s peer group includes companies meeting either of the following criteria:
•Global brands providing virtual products or services; or
•Companies involved with payment and/or processing services.
The executive compensation peer group used for evaluating 2021 compensation decisions consisted of the companies below, which did not change from the executive compensation peer group used to evaluate 2020 compensation decisions. Meridian compiled compensation information from the peer group based on the publicly filed documents of each member of the peer group. Based on the information below, the Company estimates that it is between the 25th and 50th percentile of the peer group in terms of revenues, above the 75th percentile of the peer group in terms of percentage of total revenues outside of the US, and below the 25th percentile of the peer group in terms of market capitalization.
2022 Proxy Statement | 39
COMPENSATION DISCUSSION AND ANALYSIS
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PEER GROUP |
| 2020 REVENUES* (IN MILLIONS) |
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| 2020 INTERNATIONAL BUSINESS (% OF TOTAL REVENUES OUTSIDE OF THE US) |
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| MARKET CAP (AS OF 12/31/2020) (IN MILLIONS) |
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Ameriprise Financial |
| $ | 11,958 |
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| ** |
|
| $ | 35,239 |
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Broadridge Financial Solutions, Inc. |
| $ | 4,529 |
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| 12% |
|
| $ | 21,220 |
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CME Group Inc. |
| $ | 4,870 |
|
| 0% |
|
| $ | 81,379 |
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Comerica Incorporated |
| $ | 2,375 |
|
| 0% |
|
| $ | 12,110 |
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Discover Financial Services |
| $ | 5,954 |
|
| 0% |
|
| $ | 35,357 |
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eBay Inc. |
| $ | 10,271 |
|
| 59% |
|
| $ | 40,371 |
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Euronet Worldwide, Inc. |
| $ | 2,483 |
|
| 70% |
|
| $ | 6,451 |
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Fidelity National Information Services, Inc. |
| $ | 12,552 |
|
| 24% |
|
| $ | 70,959 |
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Fiserv, Inc. |
| $ | 14,852 |
|
| 13% |
|
| $ | 71,543 |
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FleetCor Technologies, Inc. |
| $ | 2,389 |
|
| 39% |
|
| $ | 19,268 |
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Global Payments Inc. |
| $ | 7,424 |
|
| 22% |
|
| $ | 42,484 |
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Intercontinental Exchange, Inc. |
| $ | 6,036 |
|
| 35% |
|
| $ | 74,589 |
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MoneyGram International, Inc. |
| $ | 1,217 |
|
| 55% |
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| $ | 690 |
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Nasdaq, Inc. |
| $ | 5,627 |
|
| 17% |
|
| $ | 32,612 |
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Northern Trust Corporation |
| $ | 5,976 |
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| 23% |
|
| $ | 25,839 |
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PayPal Holdings, Inc. |
| $ | 21,454 |
|
| 49% |
|
| $ | 219,900 |
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Sabre Corporation |
| $ | 1,334 |
|
| 52% |
|
| $ | 2,898 |
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State Street Corporation |
| $ | 11,615 |
|
| 45% |
|
| $ | 35,521 |
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25th Percentile |
| $ | 2,994 |
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| 13% |
|
| $ | 19,756 |
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50th Percentile |
| $ | 5,965 |
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| 24% |
|
| $ | 35,298 |
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75th Percentile |
| $ | 11,279 |
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| 49% |
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| $ | 63,841 |
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• | Companies involved with |
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The Compensation Committee also referenced general industry compensation survey data in evaluating executive pay in order to consider a broader perspective on market practices. To assist the committee in its review of the general industry compensation survey data, Meridian extracts compensation information from the surveys with respect to companies with annual revenues generally ranging from $3 billion to $6 billion. For the 2021 compensation review, Meridian compiled compensation data from general industry compensation surveys provided by WTW (which included data from companies with annual revenues between $3 billion and $6 billion), and peer group data taken directly from peer group proxy statements or from the Equilar Top 25 database. Executive positions were matched to the peer group proxy data and third-party survey data based on job title, functional matches, and pay rank.
In 2021, Meridian was asked to re-evaluate the Company’s peer group. Based on this review, in December 2021, the Compensation Committee approved changes to the Company’s peer group to further align the median revenues
of the peer group with the Company’s revenues. As a result, the Compensation Committee approved the removal of Ameriprise Financial, Inc., Comerica Incorporated, Northern Trust Corporation, Sabre Corporation, and State Street Corporation, and the addition of Alliance Data Systems Corporation,Bread Financial Holdings, Inc., Genpact Limited, Jack Henry & Associates, Inc., Paychex, Inc., and SS&C Technologies Holdings, Inc. to the Company’s peer group.
The revisedexecutive compensation peer group will be used to evaluatefor evaluating 2022 compensation decisions.decisions consisted of the companies below. Meridian compiled compensation information from the peer group based on the publicly filed documents of each member of the peer group. Based on the information below, the Company estimates that it is between the 25th and 50th percentiles of the peer group in terms of revenues, above the 75th percentile of the peer group in terms of percentage of total revenues outside of the US, and below the 25th percentile of the peer group in terms of market capitalization.
PEER GROUP | FISCAL YEAR 2021 REVENUES* (IN MILLIONS) | INTERNATIONAL BUSINESS (% OF TOTAL REVENUES OUTSIDE OF THE US) | MARKET CAP (AS OF 12/31/2021) (IN MILLIONS) | |||
Bread Financial Holdings, Inc. (formerly Alliance Data Systems Corporation) | $2,728 | ** | $3,314 | |||
Broadridge Financial Solutions, Inc. | $4,994 | 12% | $21,861 | |||
CME Group Inc. | $4,679 | ** | $82,108 | |||
Discover Financial Services | $11,869 | 0% | $33,868 | |||
eBay Inc. | $10,420 | 52% | $41,629 | |||
Euronet Worldwide, Inc. | $2,995 | 73% | $6,299 | |||
Fidelity National Information Services, Inc. | $13,877 | 26% | $66,465 | |||
Fiserv, Inc. | $16,226 | 14% | $68,525 | |||
FLEETCOR Technologies, Inc. | $2,834 | 37% | $18,175 | |||
Genpact Limited | $4,022 | 75% | $9,982 | |||
Global Payments Inc. | $8,524 | 17% | $39,223 | |||
Intercontinental Exchange, Inc. | $7,146 | 32% | $77,057 | |||
Jack Henry & Associates, Inc. | $1,758 | 0% | $12,364 | |||
MoneyGram International, Inc. | $1,284 | 58% | $723 | |||
Nasdaq, Inc. | $5,886 | 18% | $35,118 | |||
Paychex, Inc. | $4,057 | 1% | $49,249 | |||
PayPal Holdings, Inc. | $25,371 | 46% | $221,568 | |||
SS&C Technologies Holdings, Inc. | $5,051 | 28% | $20,845 | |||
25th Percentile | $3,252 | 14% | $13,817 | |||
50th Percentile | $5,022 | 27% | $34,493 | |||
75th Percentile | $9,946 | 47% | $62,161 |
* | All data was compiled by Meridian who obtained peer company financial market intelligence from S&P Capital IQ. |
** | Data not available for this metric. |
38| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
The Compensation Committee also referenced general industry compensation survey data in evaluating executive pay in order to consider a broader perspective on market practices. To assist the committee in its review of the general industry compensation survey data, Meridian extracts compensation information from the surveys with respect to companies with annual revenues generally ranging from $3 billion to $6 billion. For the 2022 compensation review, Meridian compiled compensation data from general industry compensation surveys provided by WTW (which included data from companies with annual revenues between $3 billion and $6 billion), and peer group data taken directly from peer group proxy statements or from the Equilar Top 25 database. Executive positions were matched to the peer
group proxy data and third-party survey data based on job title, functional matches, and pay rank.
Use of Tally Sheets
The Compensation Committee reviews tally sheets that present historical and current compensation data, valuations of future equity vesting, value of option exercises in the past five years, as well as analyses for hypothetical terminations and retirements to allow the Compensation Committee to consider the Company’s obligations under such circumstances. The tally sheets provide additional context for the committee in determining and assessing NEO compensation.
40 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
THE WESTERN UNION 2021 EXECUTIVE2022 EXECUTIVE COMPENSATION PROGRAM
Pay-For-Performance and At-Risk Compensation
The principal components of the Company’s 20212022 annual executive compensation program were annual base salary, annual incentive awards, and long-term incentive awards in the form of PSUs, stock options (for Mr. Ersek)McGranahan) and RSUs. The Compensation Committee designed the 20212022 executive compensation program so that performance-based pay elements (Annual Incentive Plan awards, PSUs and, if applicable, stock options) would constitute a significant portion of the executive compensation awarded, determined at target levels. The following charts illustrate the mix of the targeted annual compensation for Mr. ErsekMcGranahan and the
average targeted annual compensation for the other NEOs, (excluding Mr. McGranahanexcluding Messrs. Cagwin and Ms. Fitzgerald),Adams due to their mid-year employment commencement, and the portion of that compensation that is performance-based and/or at-risk.
For purposes of these charts, the percentage of targeted annual compensation was determined based on the annual base salary and target incentive opportunities applicable to the NEOcontinuing NEOs as of December 31, 2021.2022. Mr. McGranahan and Ms. Fitzgerald areCagwin is excluded from the chart below in light of the fact that they commencedinterim nature of his role during 2022 and his mid-year commencement of employment, withand Mr. Adams is similarly excluded from the Company late in 2021 and,chart in light of their employmenthis mid-year commencement dates, their 2021 compensation did not reflect a typical NEO compensation mix. For further information regarding Mr. McGranahan’s and Ms. Fitzgerald’s compensation, please see the sections below entitled the “CEO Transition Compensation” and “Employment Arrangements” within the Compensation Discussion and Analysis section of this Proxy Statement.
employment.
CEO 2022 TOTAL TARGET DIRECT COMPENSATION | NEO 2022 TOTAL TARGET DIRECT COMPENSATION | |
20222023 Proxy Statement |4139
COMPENSATION DISCUSSION AND ANALYSIS
ELEMENTS OF 2022 EXECUTIVE COMPENSATION PROGRAM
The following table lists the material elements of the Company’s 20212022 executive compensation program for the Company’s NEOs. The committeeCompensation Committee believes that the design of the Company’s executive compensation program focuses on performance basedperformance-based compensation elements, provides alignment with the Company’s short- and long-term financial and strategic priorities at the time through the annual and long-term incentive programs, and provides alignment with stockholder interests.
| Fixed | At-Risk / Performance-Based | ||||||||
Base Salary | Annual Incentive Awards | PSUs | Stock Options (CEO only) | RSUs | ||||||
Fixed compensation component payable in cash. | Variable compensation component payable in cash based on performance against annually established performance objectives. | PSUs vest based on the Company’s achievement of financial performance objectives, The value of PSUs is also dependent on our stock price over the performance period.
| Non-qualified stock options granted with an exercise price equal to fair market value on the date of grant that expire 10 years after grant and become exercisable in 25% annual increments over a four-year vesting period based on continued service during the vesting period. The value of stock options is dependent on our stock price over the option term. | RSUs The value of RSUs is dependent on our stock price over the vesting period. RSUs accrue dividend equivalents, with dividend equivalents paid only to the extent the underlying shares vest. | ||||||
Establish a pay foundation at competitive levels to attract and retain talented executives. | Motivate and reward executives for performance on key financial, strategic and/or individual performance goals over the year. Hold our executives accountable, with payouts based on actual performance against pre-established and communicated performance goals. | Align the interests of executives with those of our stockholders by focusing the executives on the Company’s financial and TSR performance over a multi-year period. Hold our executives accountable, with payouts varying from target based on actual performance against pre-established and communicated performance goals. | Align interests of the CEO with those of our stockholders by focusing on long-term stock price appreciation over the option term. | Competitive with market practices in order to attract and retain top executive talent. Align the interests of executives with those of our stockholders by focusing the executives on long-term objectives over a multi-year vesting period, with the value of the award fluctuating based on stock price performance. | ||||||
Experience, job scope, responsibilities, market data, internal equity, and individual performance. | Internal pay equity, market practice, corporate and individual performance. Cash payouts ranging from 0% to 175% of target based on the achievement of financial and strategic goals, with an additional +/- 25% modifier for participants other than Mr. | Internal pay equity, market practice and individual performance.
| Internal pay equity, market practice and individual performance. | Internal pay equity, market practice and individual performance. |
| * | See the “Setting |
42 40| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Each of Western Union’s 20212022 executive compensation program elements is described in further detail below.
Base Salary
Our philosophy is that base salaries should meet the objectives of attracting and retaining the executives needed to lead the business. Base salary is a fixed compensation component payable in cash. In February 2021, Ms. Swanback received a base salary increase of approximately 4% in order to further align her total compensation level with the market data. None of our other NEOs received a base salary increase during 2021. Mr. McGranahan’s base salary
was2022. Base salaries for Messrs. McGranahan and Adams were established at the time hethey agreed to join the Company in(in November 2021 and May 2022, respectively) based on market data, considering the scope of hiseach such employee’s role and responsibilities within the organization. Similarly, Ms. Fitzgerald’s base salary was established at the time she joined the Company in September 2021 based on market data, considering the scope of her role and responsibilities within the organization.
The following table sets forth each NEO’s 20202021 and 20212022 base salary levels as of December 31 of each year:year (or, in the case of Mr. Agrawal, as of his last day of employment):
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EXECUTIVE |
| 2020 BASE SALARY ($000) |
| 2021 BASE SALARY ($000) |
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Devin McGranahan |
| N/A |
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| 1,000.0 |
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Hikmet Ersek |
| 1,050.0 |
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| 1,050.0 |
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Raj Agrawal |
| 650.0 |
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| 650.0 |
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Michelle Swanback |
| 625.0 |
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| 650.0 |
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Gabriella Fitzgerald |
| N/A |
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| 550.0 |
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Jean Claude Farah |
| 500.0 |
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| 500.0 |
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EXECUTIVE | 2021 BASE SALARY ($000) | 2022 BASE SALARY ($000) | ||
Devin McGranahan | 1,000.0 | 1,000.0 | ||
Gabriella Fitzgerald | 550.0 | 550.0 | ||
Jean Claude Farah | 500.0 | 500.0 | ||
Benjamin Adams | N/A | 450.0 | ||
Raj Agrawal | 650.0 | 650.0 |
Our Annual Incentive Plan is designed to motivate and reward our NEOs for achieving short-term performance objectives. We believe the program supports our “pay-for-performance” culture.
Target payout opportunities under the Annual Incentive Plan are expressed as a percentage of a participant’s annual base salary. For 2021, the Compensation Committee increased the target bonus opportunity for Ms. Swanback from 100% to 110% of base salary to further align her annual incentive target with market data and the Company’s internal pay practices. None of our other NEOs received an Annual Incentive Plan target increase with respect to 2021. Ms. Fitzgerald’s target bonus opportunity was established at the time she joined the Company in September 2021 based on market data, considering the scope of her role and responsibilities within the organization. Mr. McGranahan did not participate in the 2021 Annual Incentive Plan because he commenced employment with the Company in late December 2021.2022.
Potential payouts ranged from 0% to 175% of target based on the achievement of pre-established financial and strategic goals. To measure individual performance against key objectives for the Company as well as the executive’s success in fulfilling the executive’s responsibilities, the total payout under the Annual Incentive Plan for the participating NEOs other than Mr. ErsekMcGranahan was subject to a +/- 25% modifier based on the committee’sCompensation Committee’s assessment versus ametrics relating to leadership, metriccompliance and ESG as well as an individual performance goal tailored to each participating NEO’s functional area. Finally, consistent with prior years,In addition to the Annual Incentive Plan incorporated compliance-relatedESG metrics, with each NEO evaluated based on what the NEO has done to ensure that the NEO’s business or department is in compliance with applicable U.S. laws, with a failing score in compliance resulting in bonus ineligibility for the NEO for the applicable year. The
Compensation Committee believes the compliance and leadership metrics support key ESG initiatives for the Company. Payouts for the NEOs (other than Mr. Ersek)McGranahan) were capped at 200% of each individual’s target bonus opportunity, with Mr. Ersek’sMcGranahan’s payout capped at 175% of his target bonus opportunity.
The Annual Incentive Plan was based on the achievement of financial and strategic goals weighted at 70% and 30%, respectively. The weighting of the performance measures
reflects the desire of the Compensation Committee to tie a significant portion of annual incentive compensation to performance measures that the committee believes are meaningful to and readily accessible by our investors, while at the same time emphasizing strategic performance objectives focused on the Company’s growth imperatives.imperatives and execution of its long-term strategic plan and compliance objectives.
Financial Performance and Goal Setting. Consistent with prior years, the Compensation Committee set the annual incentive targets for the 20212022 Annual Incentive Plan in February 2021.2022. In light oforder to better align the uncertainty due toincentives with the ongoing COVID-19 pandemic,Company’s long-term strategy, for 2021,2022, the committeeCompensation Committee approved two refinementscertain modifications to the financial component of the Annual Incentive Plan. First, to recognize the economic uncertainty caused by the pandemic, the committee approved a target payout range instead of its prior practice of having one performance goal equating to target payout. As a result of this design change, the committee required a year-over-year growth rate ranging between 6.6% and 7.3% for total revenue and 8.3% and 9.0% for operating profit in order for the NEOs to earn a target payout with respect toIn particular, the financial component of the 2022 Annual Incentive Plan. Second,Plan measures performance based on adjusted revenue, adjusted profit margin, and adjusted EPS targets, weighted 50%, 30% and 20%, respectively, as compared to the committee reduced the threshold payout level for achieving both the minimum performance levels for theprior practice of having two equally weighted goals relating to revenue and operating income goals from the 50% payout level usedincome. The change in prior years to a 30% payout level. This changeperformance metrics was made after considering the Company’s strategic transformation and market data and, in particular, the prevalence of EPS goals in peer programs, and to account forbetter incentivize the significant revenueleveraging of both income statement and operating profitbalance sheet objectives to drive growth required and the continued uncertainty of the impacts
2022 Proxy Statement | 43
COMPENSATION DISCUSSION AND ANALYSIS
from COVID-19.opportunities. The Compensation Committee believed at the time that the performance targets were rigorous yet achievable, and therefore established the targets so that they
would be achieved, at the target performance level, if the Company successfully executed against its operating plan for 2021.2022.
2023 Proxy Statement |41
COMPENSATION DISCUSSION AND ANALYSIS
2022 TARGET* | 2022 ACTUAL RESULTS | ACHIEVEMENT (%) | ||||
Adjusted Total Revenue | $4,730M - $4,758M | $4,512M | 0% | |||
Adjusted Profit Margin | 21.3% - 21.5% | 22.0% | 125% | |||
Adjusted EPS | $1.96 – $1.98 | $1.92 | 85% | |||
Overall Achievement | 55% |
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When the financial and strategic performance measures were established, and consistent with prior years, the committee determined that the effect of currency fluctuations, acquisitions and divestitures, including related costs, restructuring, and other significant charges not includedthe Business Solutions business in light of the Company’s internal 2021 financial planpending agreement to sell the business, should be excluded from both the establishment of goals as well as the determination of payout calculations, and the financial impact in the Russia/CIS region as a result of the conflict in Ukraine should be excluded from the determination of payout calculations, to more closely align with the underlying operating performance of the business.
As it had in previous years,described above, the Compensation Committee set the 20212022 financial performance goals by establishing a gridpayout ranges based on the Company’s revenue, profit margin, and operating income.EPS. These performance measures were used in order to tie annual incentive compensation to measures of the Company’s financial performance that the committee deemed meaningful to and readily accessible by our investors.investors as well as aligned with the Company’s strategy.
The Compensation Committee established the performance goal gridgoals and corresponding payout percentages based upon input from management regarding the Company’s expected performance in the upcoming year and considering the continued uncertainty caused by the ongoing COVID-19 pandemic.pandemic as well as the Company’s new long-term strategy planning that was underway at the time the goals were established. The committeeCompensation Committee designed the gridgoals to encourage strong, focused performance by our executives.executives, with the intention of balancing profitable revenue growth with a focus on expense and capital management. The 20212022 performance goal gridgoals provided a payout of 100% of target if the Company achieved between 99.6% and 100.3% of its internal operating plan for operating income and revenue, with a maximum initial payout level of 175% of target if adjusted revenue and operating incomeEPS grew by 10.0%4.0% and 11.7%5.1%, respectively, as compared to 2020 actual2021 adjusted performance. In addition, the Company would need to achieve adjusted profit margin 1.4% above the midpoint of the target for 2022 for maximum payout on this metric.
Strategic Performance and Goal Setting. Participants in the 20212022 Annual Incentive Plan had 30% of their award opportunity tied to the achievement of pre-established performance objectives based upon the Company’s strategic operating plan, with a focus on the Company’s growth imperatives (as measured by year-over-year revenue growth with respect to the Company’s enterprise partners consisting primarily of third-party white label or co-branded digital partners and year-over-year growth in average monthly active WU.com customers, each weighted 10%) andC2C westernunion.com money transfer revenue), implementation
and execution of global compliance priorities, (weighted 10%).and a qualitative assessment of the attainment of certain delivery milestones as part of the Company’s long-term strategic plan, each weighted at 33.33% of overall strategic performance. Performance levels of the objectives were designed to be achievable, but required the coordinated, cross-functional focus and effort of the executives. Based on the achievement of the strategic performance objectives, the committeeCompensation Committee certified a payout equal to 85%67% of each NEO’s target allocated to the strategic performance objectives.
Individual Performance Modifier and Goal Setting.Other than for Mr. Ersek,McGranahan, each participating NEO’s payout under the 20212022 Annual Incentive Plan was subject to a +/- 25% modifier based on the committee’sCompensation Committee’s assessment of individual and business unit performance. In making its assessment, the committeeCompensation Committee considered the recommendations of Messrs.Mr. McGranahan and Ersek based on theirhis review of the performance of each participating NEO against the objectives established by the committee at the beginning of the year with respect to the individual performance modifier. For 2021,2022, the application of the individual performance modifier was determined based on performance with respect to leadership objectives, an individual compliance evaluation, an individualized key performance indicator for each NEO, and an ESG metric, which qualitatively assesses progress towards the Company’s three pillars - Integrity of Global Money Movement, Economic Prosperity, and Diversity, Equity and Inclusion.
The committeeCompensation Committee believes that the performance objectives established for the application of the individual performance modifier are indicators of our executives’ success in fulfilling their responsibilities to the Company, supporting the Company’s strategic operating plan and executing on key Company initiatives. The committee believes that including an assessment of contributions towards compliance initiatives and the Company’s progress towards the Company’s three pillars (Integrity of Global Money Movement, Economic Prosperity, and Diversity, Equity and Inclusion) reinforces these objectives as priorities throughout the organization. The performance required to receive a positive adjustment under the individual performance modifier was designed to be achievable, but required strong and consistent performance by the executive.
42| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Based on the committee’sCompensation Committee’s assessment of individual and business unit performance, the committee did not approve individual performance modifiers for certain of the participating NEOs.NEOs ranging from -10% to -5%.
Compliance Evaluation. The Company considers evaluation criteria related to compliance in its executive bonus system so that each Company executive is evaluated on what the executive has done to ensure that the executive’s business or department is in compliance with applicable U.S. laws. A failing score in compliance, including with respect to anti-money laundering and anti-fraud programs, will make the executive ineligible for any bonus for that year. In addition, the 20212022 award agreements under the Annual Incentive Plan are subject to the Company’s
clawback policy, which specifically authorizes the clawback of annual incentive
44 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
payments due to compliance failures. In early 2022,2023, the Compensation Committee determined that each participating NEO met the compliance-related evaluation criteria and therefore determined that each NEO remained eligible for a bonus with respect to 2021.2022.
NEO Payouts Under the 20212022 Annual Incentive Plan.The following table sets forth each participating NEO’s 20212022 target award opportunity expressed (i) as a percentage of 20212022 base salary and (ii) in dollars and the annual incentive payouts received by each participating NEO. As a result of Mr. Agrawal’s resignation, Mr. Agrawal was not eligible to receive any payment under the 2022 Annual Incentive Plan.
EXECUTIVE | TARGET BONUS AS A % OF BASE SALARY | TARGET AWARD OPPORTUNITY ($000) | FINANCIAL OBJECTIVES PAYOUT ($000) | STRATEGIC OBJECTIVES PAYOUT AT 67% OF TARGET ($000) | FINAL BONUS ($000) | |||||
Devin McGranahan | 170% | 1,700.0 | 646.2 | 339.8 | 986.0 | |||||
Gabriella Fitzgerald | 110% | 605.0 | 214.9 | 105.8 | 320.7 | |||||
Jean Claude Farah | 110% | 550.0 | 181.6 | 82.4 | 264.0 | |||||
Benjamin Adams | 90% | 405.0 | 153.9 | 81.0 | 234.9 | |||||
Raj Agrawal | 100% | 650.0 | N/A | N/A | N/A |
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EXECUTIVE |
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Hikmet Ersek |
| 170% |
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| 1,785.0 |
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| 937.1 |
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| 455.2 |
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Raj Agrawal |
| 100% |
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| 650.0 |
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Michelle Swanback |
| 110% |
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Gabriella Fitzgerald |
| 110% |
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| 605.0 |
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| 317.6 |
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| 154.3 |
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| 471.9 |
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Jean Claude Farah |
| 110% |
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| 550.0 |
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| 288.8 |
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| 140.2 |
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| 429.0 |
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Long-Term Incentive Compensation
The objectives for the long-term incentive awards for 20212022 were to:
• | Align the interests of our executives with the interests of our stockholders by focusing on objectives that support stock price appreciation; |
• | Increase cross-functional executive focus in the coming years on Company performance through PSU awards with vesting tied to the achievement of absolute performance goals; |
• | Continue executive focus on stockholder returns through the use of a relative TSR payout modifier; and |
• | Retain the services of executives through multi-year vesting provisions. |
•Align the interests of our executives with the interests of our stockholders by focusing on objectives that result in stock price appreciation;
•Increase cross-functional executive focus in the coming years on key performance metrics through Financial PSUs;
•Amplify executive focus on stockholder returns through TSR PSUs; and
•Retain the services of executives through multi-year vesting provisions.
The Company’s stockholder-approved long-term incentive planLong-Term Incentive Plan allows the Compensation Committee to award various forms of long-term incentive grants, including stock options, RSUs, and performance-based equity and cash awards. The Compensation Committee approves all equity grants made to our senior executives, with the equity grants made to the CEO ratified by the independent members of the Board.
When making regular annual equity grants, the Compensation
Committee’s practice is to approve them during the first quarter of each year as part of the annual compensation review. In addition to the factors listed in the table under “Elements of 20212022 Executive Compensation Program,” the Compensation Committee also considers dilution of the Company’s outstanding shares when making equity grants.
20212022 Annual Long-Term Incentive Awards. In early 2021,2022, the Compensation Committee granted the then-serving NEOs long-term incentive awards under the Long-Term Incentive Plan. For 2021, the Compensation Committee approved an increase in the target grant value of the long-term incentive awards for Messrs. Agrawal and Farah and Ms. Swanback, with the 2021 long-term incentive awards sized based on market data as well as internal pay equity. NoneExcluding Mr. McGranahan, none of our otherthen-serving NEOs received a long-term incentive award target increase with respect to 2021.2022. 2022 represented the first annual grant for Mr. McGranahan, the value of which was determined at the time of his November 2021 offer of employment after considering the input of the committee’s independent compensation consultant, market data for the CEO role, the compensation received by Mr. McGranahan at his prior employer, and the compensation received by the Company’s prior CEO. Mr. Adams did not participate in the 2022 annual long-term incentive award program due to his mid-year commencement of employment.
The following table sets forth the target award value, as of the date of grant, of the 20212022 long-term incentive awards received by each NEO other than Mr. McGranahan and Ms. Fitzgerald:NEO:
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20222023 Proxy Statement |4543
COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE | TARGET GRANT VALUE ($000) | |
Devin McGranahan | 8,000.0 | |
Gabriella Fitzgerald | 1,900.0 | |
Jean Claude Farah | 1,500.0 | |
Raj Agrawal | 2,800.0 |
Once the target grant value was set for each NEO, the grant value was then allocated among PSUs, RSUs and stock options, as applicable. In 2021,2022, the committeeCompensation Committee granted the long-term incentive allocation indicated below:below to each of the then-serving NEOs as of the time of the February grants:*
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* | For purposes of the “Other NEO 2022 Long-Term Incentive Awards” chart, Messrs. Cagwin and Adams are excluded from this chart as they were not employed by the Company as of the date of the February grants. |
The committeeCompensation Committee believes that this mix is appropriate because it is designed to align the interests of our NEOs with the interests of our stockholders, drive long-term performance with respect to strategic measures, support retention of our NEOs and align with market practices as reported by Meridian. The committee believes that this mix also represents a balanced reflection of stockholder returns and financial performance.
Financial PSUs. 2022 PSU Awards.The 2021 Financial PSU awards2022 PSUs will vest based on performance metrics relating toagainst revenue growth goals, measured on a targeted constant currency compound annual growth rate (“CAGR”) for revenue,basis and excluding the impact of Argentina inflation, with a +/- TSR payout modifier for TSR relative to the S&P 500 Index and operating margin (each weighted 50%), measuredsubject to a maximum payout of 200% of target. For 2022, the Compensation Committee approved a PSU design that will measure revenue performance annually during each year of the three-year performance period, with each performance year equally weighted. Theweighted, the goals for each year established at the beginning of each of the three years in the performance period and the payout based on an average of the performance during each year over the three-year performance period. This represents a change from the 2021 PSU program, which included stand-alone TSR PSUs and Financial PSUs, with the Financial PSUs payout to be determined based on performance goals for each year of the three-year performance period were set at the timebeginning of the grant. This represents a change from the 2020 Financial PSUs, which vest based on achievement of specific performance goals for revenue and operating margin over a cumulative three-year performance period. The committee approved thisthese design changechanges in light of the
Company’s evolving strategic operating plan at the time the goals were set and in order to provide for increased flexibility in light of the continued economic uncertainty caused by the ongoing COVID-19 pandemic. In addition, the committee determined to replace the stand-alone TSR PSUs with a TSR modifier to simplify the program design and create a greater linkage between the PSU program and performance within the control of management. While financial performance will be measured on an annual basis, the FinancialTSR payout modifier will be determined based on a three-year performance period and the PSUs will remain subject to a full three-yearsthree years of stock price fluctuations as the awards do not vest until the third anniversary of the grant date (February 2024)2025), except as otherwise provided under the Company’s Executive Severance Policy or the Long-Term Incentive Plan and related award agreement. In connection with his departure and as a result of satisfying the age and service requirements for retirement vesting treatment, Mr. Ersek will be eligible to receive prorated vesting of his 2021 Financial PSUs based upon his period of service during the vesting period.
For the first year of the three-year performance period, the committeeCompensation Committee required a CAGRrevenue ranging between 6.6%$4,730M and 7.3% for total revenue and an operating margin goal ranging between 21.4% and 21.6%$4,758M in order for the NEOs to earn a target payout with respect to the portion of the PSUs allocated to the first year of the three-year
performance period for the 2021 Financial PSUs.period. Similar to the Annual Incentive Plan design, to recognize the economic uncertainty caused by the pandemic, the committee approved a target payout range instead of its prior practice ofrather than having one performance goal equating to target payout. Based on 2021 performance, theThe Company achieved a CAGR of 3.7% for totalexperienced revenue and operating margin of 22.5%,decline in 2022, resulting in 121%0% of the portion of the 2021 Financial2022 PSUs attributable to the first year of
44| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
the three-year performance period eligible for vesting based onvesting. In addition, with respect to the NEO’s continued service through February 2024. The performance goals forTSR payout modifier, relative TSR results between the second25th and third years75th percentiles of the three-yearS&P 500 Index will be interpolated linearly (i.e., +/- 1% change from the 50th percentile), such that relative TSR results for 50th percentile performance period were designed to be rigorous yet achievable, with targetwill not result in the application of any TSR modifier (whereas relative TSR results for 60th percentile performance would result in the application of a + 10% TSR payout achievable if the Company successfully executed against its operating plan for 2021-2023.modifier).
Consistent with the 2020 design, the committeeThe Compensation Committee approved the use of revenue and operating margingrowth in conjunction with the TSR modifier in order to ensure balance of both revenue and efficient long-term profit growth andplace an emphasis on absolute Company performance while aligning to stockholder value creation.interests. The Compensation Committee utilized revenue as an element in both the Company’s Annual Incentive Plan and long-term incentive program. When designing the Company’s 20212022 executive compensation program, the Compensation Committee evaluated a range of performance metrics for purposes of the Company’s incentive programs and considered input from management and Meridian. Based on such review, the Compensation Committee determined
that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation and should remain a component in both the Annual Incentive Plan and long-term incentive program. In recognition of the Company’s use of revenue in both the annual and long-term incentive programs, the Compensation Committee continued its historical practice of supplementing the primary performance measures under the Annual Incentive Plan and long-term incentive program with additional performance measures in order to strike an appropriate balance with respect to incentivizing top-line growth, profitability, non-
46 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
financialnon-financial business imperatives and stockholder returns over both the short-term and long-term horizons.
Similar to the Annual Incentive Plan, when the financial performance objectives were established for the Financial PSUs, the committee determined that the effect of currency fluctuations, acquisitions and divestitures, including related costs, restructuring,the Business Solutions business, and other significant charges not
includedthe financial impact in the Company’s internal financial plansRussia/CIS region as a result of the conflict in Ukraine should be excluded from the payout calculations. Consistent with the Company’s historical practices, under this plan design, the performance results for the Financial PSUs will be calculated using the prior year’s currency exchange rates.
The following table sets forth each participating NEO’s threshold, target and maximum award opportunity with respect to the 2021 Financial2022 PSUs:
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| 2021 FINANCIAL PSU AWARD OPPORTUNITY |
| |||||||||
EXECUTIVE |
| THRESHOLD (#) |
|
| TARGET (#) |
|
| MAXIMUM (#) |
| |||
Hikmet Ersek |
|
| 85,739 |
|
|
| 171,477 |
|
|
| 342,954 |
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Raj Agrawal |
|
| 29,788 |
|
|
| 59,575 |
|
|
| 119,150 |
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Michelle Swanback |
|
| 26,596 |
|
|
| 53,192 |
|
|
| 106,384 |
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Jean Claude Farah |
|
| 15,958 |
|
|
| 31,915 |
|
|
| 63,830 |
|
2022 PSUs WITH TSR MODIFIER AWARD OPPORTUNITY | |||||
EXECUTIVE | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | ||
Devin McGranahan | 77,336 | 257,788 | 515,576 | ||
Gabriella Fitzgerald* | 17,666 | 58,885 | 117,770 | ||
Jean Claude Farah | 13,946 | 46,488 | 92,976 | ||
Raj Agrawal* | 26,033 | 86,777 | 173,554 |
* | In connection with Ms. Fitzgerald’s and Mr. Agrawal’s separation from the Company, and as a result of Mr. Agrawal satisfying the age and service requirements for retirement vesting treatment, or, in the case of Ms. Fitzgerald, the Severance Policy, they will be eligible to receive prorated vesting of their 2022 PSU award based upon their period of service during the vesting period and actual performance during the performance period (resulting in a threshold, target, and maximum award opportunity of 6,126 units, 20,417 units, and 40,834 units for Ms. Fitzgerald and 4,537 units, 15,123 units, and 30,246 units, for Mr. Agrawal, respectively). |
TSR PSUs. In 2021, the Company continued to grant TSR PSUs to enhance focus on stockholder returns. These TSR PSUs require the Company to achieve 60th percentile relative TSR performance versus the S&P 500 Index over a three-year performance period in order to earn target payout, with 30th percentile relative TSR performance resulting in threshold payout and 90th percentile relative TSR performance resulting in maximum payout. This portion of the award is also subject to the participant’s continued
service through the third anniversary of the grant date (February 2024), except as otherwise provided under the Company’s Executive Severance Policy or the Long-Term Incentive Plan and related award agreement. In connection with his departure and as a result of satisfying the age and service requirements for retirement vesting treatment, Mr. Ersek will be eligible to receive prorated vesting of his 2021 TSR PSUs based upon his period of service during the vesting period.
The following table sets forth each participating NEO’s threshold, target and maximum award opportunities with respect to the 2021 TSR PSUs:
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| 2021 TSR PSU AWARD OPPORTUNITY |
| |||||||||
EXECUTIVE |
| THRESHOLD (#) |
|
| TARGET (#) |
|
| MAXIMUM (#) |
| |||
Hikmet Ersek |
|
| 32,069 |
|
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| 64,138 |
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| 128,276 |
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Raj Agrawal |
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| 11,318 |
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| 22,636 |
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| 45,272 |
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Michelle Swanback |
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| 10,106 |
|
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| 20,211 |
|
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| 40,422 |
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Jean Claude Farah |
|
| 6,064 |
|
|
| 12,127 |
|
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| 24,254 |
|
Annual RSU Awards. Awards. Service-vesting RSUs are granted to our NEOs to support retention and alignment of our NEOs’ interests with the interests of our stockholders. The 2022 annual RSU grants vest 100% on the third anniversary of the grantdate,in one-third annual increments, subject to the NEO’s continued service or as otherwise
provided for under the Company’s Executive Severance Policy or the Long-Term Incentive Plan and related award
agreement. In connection with his departure and as a result of satisfying the age and service requirements for retirement vesting treatment, Mr. Ersek will be eligible to receive prorated vesting of his 2021 RSUs based upon his period of service duringThe Compensation Committee changed the vesting period.
schedule as compared to the prior three-year cliff vesting schedule to further align with market practices.
2022 Proxy Statement | 47
COMPENSATION DISCUSSION AND ANALYSIS
The following table sets forth each participating NEO’s 20212022 annual RSU grant:
EXECUTIVE | ||
| ANNUAL RSU GRANT (#) | |
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| |
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| |
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| |
Jean Claude Farah |
| |
Raj Agrawal* | 57,852 |
* | In connection with Ms. Fitzgerald’s and Mr. Agrawal’s separation from the Company, and as a result of Mr. Agrawal satisfying the age and service requirements for retirement vesting treatment, or in the case of Ms. Fitzgerald, the Severance Policy, Ms. Fitzgerald and Mr. Agrawal received prorated vesting of their 2022 RSU award based upon their period of service during the vesting period. |
2023 Proxy Statement | 45
COMPENSATION DISCUSSION AND ANALYSIS
Stock Option Award.With respect to Mr. Ersek,McGranahan, stock options were granted to further emphasize the achievement of long-term objectives and encourage long-term value creation as the stock options will have value to Mr. ErsekMcGranahan only if the Company’s stock price appreciates from the date of grant. The stock options have a 10-year term and vest in 25% annual increments over four years, subject to Mr. Ersek’sMcGranahan’s continued service or as otherwise provided for under the Company’s Executive Severance Policy or the Long-Term Incentive Plan and related award agreement. For 2021,2022, Mr. ErsekMcGranahan received a stock option award representing the right to purchase 400,000461,096 shares of the Company’s common stock, subject to the satisfaction of the underlying service-based vesting conditions. In connection with his departure and as a result of satisfying the age and service requirements for retirement vesting treatment, Mr. Ersek will be eligible to
receive prorated vesting of his 2021 stock option award based upon his period of service during the vesting period.
20192020 PSU Awards. Under the terms of the 20192020 PSUs, 20212022 represented the final year of the three-year performance period for the 20192020 Financial PSUs and the 20192020 TSR PSUs. The 20192020 Financial PSUs vested based on the extent to which the Company’s CAGRconstant currency average growth rate for revenue and EBIToperating margin (each weighted 50%) met certain goals over a cumulative three-year performance period. The 20192020 TSR PSUs were scheduled to vest based
on the Company’s achievement of relative TSR performance versus the S&P 500 Index over a three-year performance period. Based on performance over the three-year performance period, as described further below, the 2019 PSUs vested as follows for each of the participating NEOs:
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EXECUTIVE(1) |
| 2019 TARGET FINANCIAL PSUs (#) |
| 2019 EARNED FINANCIAL PSUs (#) |
| 2019 TARGET TSR PSUs (#) |
| 2019 EARNED TSR PSUs (#) |
Hikmet Ersek |
| 198,526 |
| 55,588 |
| 105,343 |
| — |
Raj Agrawal |
| 67,265 |
| 18,835 |
| 34,783 |
| — |
Jean Claude Farah |
| 29,429 |
| 8,241 |
| 15,218 |
| — |
|
|
The 20192020 Financial PSU and 20192020 TSR PSU performance objectives and the achievement levels are set forth in the tables below. While the performance periods for the 20192020 PSUs concluded as of December 31, 2021,2022, these awards remained subject to service-based vesting conditions until the third anniversary of the grant date (February 2022)2023). Pursuant to the terms of the underlying award agreements and consistent with the adjustment methodology used in prior years, the Compensation Committee excluded from the 20192020 Financial PSU payout calculations costs incurred in connection with the Company’s WU Way Next Generation Initiative in 2019 and 2020, the savings associated with the
WU Way Next Generation Initiative in 2020 and 2021, expenses incurred in connection with the Company’s acquisition and divestiture activity from 20182020 through 2021, debt extinguishment costs associated with the early repayment of debt in 2021, and costs to settle and terminate the Company’s frozen defined benefit plan in 2021.2022. The committee viewed these as significant items not indicative of the Company’s day-to-day performance. Finally, for the 2019 payout calculation,2020 revenue and operating income weregrowth was adjusted to exclude Speedpay and Paymap due to the 2019 dispositionsdispositions. Exclusions in 2022 also included Business Solutions exit costs, the impact of these businesses as well asBusiness Solutions operating results, severance and other expenses from our operating expense redeployment program, Russia/Belarus exit costs and the gain on those dispositions.impact of Russia/Belarus operating results.
48 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
| ||||||||
PERFORMANCE OBJECTIVES |
| ACTUAL PERFORMANCE* | ||||||
Targeted constant currency | Revenue growth rate: | Revenue growth
| ||||||
Overall Attainment Level |
| * | At constant currency, calculated assuming no changes in the currency exchange rates from the prior year’s currency exchange rates. |
Based on performance over the three-year performance period, as described above, the 2020 PSUs vested as follows for each of the participating NEOs:
| ||||||||||||||||
PERFORMANCE GOALS | ||||||||||||||||
PERFORMANCE OBJECTIVE | THRESHOLD | TARGET | MAXIMUM | ACTUAL PERFORMANCE | ||||||||||||
TSR relative to S&P 500 Index* | 30thpercentile | 60thpercentile | 90thpercentile |
| ||||||||||||
Overall Attainment Level |
| * | Relative TSR performance for purposes of the |
CEO Transition Compensation46| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Based on performance over the three-year performance period, as described above, the 2020 PSUs vested as follows for each of the participating NEOs:
EXECUTIVE* | 2020 TARGET FINANCIAL PSUs (#) | 2020 EARNED FINANCIAL PSUs (#) | 2020 TARGET TSR PSUs (#) | 2020 EARNED TSR PSUs (#) | ||||
Raj Agrawal | 45,767 | 13,148 | 21,958 | — | ||||
Jean Claude Farah | 20,023 | 6,808 | 9,607 | — |
* | Mr. McGranahan and Ms. Fitzgerald commenced employment with the Company following the commencement of the performance period and, accordingly, did not receive 2020 PSUs. In connection with his departure and as a result of satisfying the age and service requirements for retirement vesting treatment, Mr. Agrawal received prorated vesting of his 2020 PSU award based upon his period of service during the vesting period and actual performance during the performance period. |
In connection with Mr. McGranahan joining the Company as CEO, on November 12, 2021 the Company entered into an offer letter agreement with Mr. McGranahan describingPSU Awards. Under the terms of his employment with Western Union, LLC, an affiliatethe 2021 PSUs, 2022 represented the second year of the Company (the “McGranahan Letter Agreement”).three-year performance period for the 2021 Financial PSUs and the 2021 TSR PSUs. The terms2021 Financial PSU awards will vest based on performance metrics relating to a targeted constant currency growth rate for revenue, excluding the impact of Argentina inflation, and operating margin (each weighted 50%), measured annually during each year of the McGranahan Letter Agreement were determined after considering the input of Meridian, market data for the CEO role, the compensation received by Mr. McGranahan at his prior employer, including the compensation that would be forfeited upon him joiningthree-year performance period, with each performance year equally weighted. Based on 2022
performance, the Company experienced a decline of 2.9% for total revenue and operating margin of 22.0%, resulting in 34% of the compensation received by Mr. Ersek inportion of the CEO role.
Pursuant2021 Financial PSUs attributable to the McGranahan Letter Agreement, Mr. McGranahan’s compensation includes:
an annual base salarysecond year of $1,000,000;
beginning with the 2022three-year performance year, participation inperiod eligible for vesting based on the Annual Incentive Plan with a target short-term incentive award opportunity equal to 170% of Mr. McGranahan’s annual base salaryNEO’s continued service through February 2024. The 2021 TSR PSUs will have performance and any payoutpayouts determined based on performance andover the terms of such plan;
beginning in 2022, participation in the Company’s long-term incentive program, with a target grant date fair value for Mr. McGranahan’s annual equity grant which is no less than $8,000,000;
|
a one-time sign-on equity award of service-vesting stock options with a grant date fair value of $6,600,000, which shall vest in 25% installments on each of the first four anniversaries of the grant date, subject to his continued service except as otherwise provided under the Company’s Executive Severance Policy or the Long-Term Incentive Plan and related award agreement;
a one-time sign-on cash bonus of $1,000,000, which was payable within 30 days of Mr. McGranahan’s start date (the “McGranahan Sign-On Bonus”), and
participation in the Company’s health, welfare, retirement and financial security benefit programs and the Company’s Executive Severance Poligy on the same terms as similarly-situated senior executives of the Company.
The sign-on equity awards and McGranahan Sign-On Bonus were intended to compensate Mr. McGranahan for compensation that he forfeited at his prior employer by accepting the position with the Company. While these sign-on awards were deemed necessary to attract a candidate of Mr. McGranahan’s experience, the Committee believes these stock-settled awards provide immediate and direct alignment with stockholders through the risks and rewards of equity ownership. Future equity awards to Mr. McGranahan are expected to be delivered through the same general equity vehicles as granted to the Company’s other executive officers and, consistent with our historical practices, are expected to include performance-based long-term incentives.
2022 Proxy Statement | 49
COMPENSATION DISCUSSION AND ANALYSIS
While continuing to support the Company as Special Advisor to the CEO, Mr. Ersek’s base salary and benefits will continue, with an annual incentive opportunity under the Annual Incentive Plan that is prorated for histhree-year cumulative performance period of service during 2022, except that Mr. Ersek will not participate in the Company’s long-term incentive program for 2022. In addition, the Company agreed to provide Mr. Ersek with a lump sum payment equal to COBRA premiums for continued
healthcare coverage throughending December 31, 2023, tax filing support services for 2022 and 2023, and repatriation support for Mr. Ersek’s repatriation to Austria in accordance with the Company’s repatriation policy. Finally, due to his satisfaction of the age and servicerequirements under his outstanding equity award agreements, Mr. Ersek will be eligible for retirement vesting in accordance with their terms.2023.
Other Elements of Compensation
To remain competitive with other employers and to attract, retain, and motivate highly talented executives and other employees, we provide the benefits listed in the following table to our U.S.-based employees:
BENEFIT OR PERQUISITE | NAMED | OTHER | ALL FULL-TIME | |||
401(k) Plan | ||||||
Supplemental Incentive Savings Plan (a nonqualified defined | ||||||
Severance and Change-in-Control Benefits (Double-Trigger) | ||||||
Health and Welfare Benefits | ||||||
Limited Perquisites |
Severance and Change-in-Control Benefits.Benefits. The Company has an Executive Severance Policy for our executive officers. The policy helpsDue to his interim role as CFO during 2022, Mr. Cagwin participated in the Company’s Severance Policy for Tier I Employees. Upon promotion to CFO in January 2023, Mr. Cagwin became a participant in the Executive Severance Policy.
These severance policies help accomplish the Company’s compensation philosophy of attracting and retaining exemplary talent. The committeeCompensation Committee believes it is appropriate to provide executives with the rewards and protections afforded by the Executive Severance Policy. The policy reducesthese severance policies. These policies reduce the need to negotiate individual severance arrangements with departing executives and protectsprotect our executives from termination for circumstances not of their doing. The committee also believes the policy promotes these policies promote
management independence and helpshelp retain, stabilize, and focus the executive officers in the event of a change-in-control. In the event of a change-in-control, the policy’sExecutive Severance Policy’s severance benefits are payable only upon a “double trigger.” This means that severance benefits are triggered only when an eligible executive is involuntarily terminated (other than for cause, death, or disability), or terminates his or her own employment voluntarily for “good reason” (including a material reduction in title or position, reduction in base salary or bonus opportunity or an increase in the executive’s commute to his or her current principal working location of more than 50 miles without consent) within 24 months after the date of a change-in-control. The Company’s Severance Policy for Tier I Employees does not provide for enhanced severance in connection with a change-in-control. Severance benefits under the policythese policies are conditioned upon the executive
2023 Proxy Statement | 47
COMPENSATION DISCUSSION AND ANALYSIS
executing an agreement and release that includes, among other things, non-competitionnon-solicitation and, non-solicitationin the case of the Executive Severance Policy, non-competition restrictive covenants and a release of claims against the Company. Due to Mr. Ersek’s retirement from the Company, Mr. Ersek will not receiveIn connection with her departure in March 2023, Ms. Fitzgerald became eligible for severance benefits under the Executive Severance Policy.
In addition,The Executive Severance Policy was amended in February 2023, effective May 1, 2023, to eliminate the legacy tax gross-up provision with respect to change-in-control benefits, a provision which no longer had any operative effective. Accordingly, no executive officer of the Company is eligible for excise tax gross-up payments under the Executive Severance Policy prohibits excise tax gross-up payments on change-in-control benefits for
those individuals who became executive officers of the Company after April 2009. Following Mr. Ersek’s retirement as CEO, no Company employee is eligible for these excise tax gross-up payments.or otherwise.
As noted below, Mr. Farah is subject to an employment agreement, which is a customary practice for executives located in the United Arab Emirates (“UAE”). Under the terms of Mr. Farah’s employment agreement, he is required to receive three months’ notice of termination of employment or, in lieu of such notice, three months of pay. In addition, Mr. Farah is also eligible for statutory end of service gratuity/severance amounts in accordance with local law. Any amounts due to Mr. Farah under the Executive Severance Policy will be reduced by any end of service gratuity/severance paid under the terms of his employment agreement or as required by local law.
As noted above, Ms. Swanback separated from the Company, effective as of March 31, 2022. In connection with Ms. Swanback’s departure, the Company and Ms. Swanback entered into a mutual separation agreement, which includes a customary release of claims and provides for a separation payment of $1,565,000, payable in nine equal monthly installments from April 2022 through December 2022. In connection with her departure, Ms. Swanback will not receive a bonus for 2022 under the Company’s Annual Incentive Plan, her outstanding and unvested equity awards were forfeited, and she was not eligible for any severance benefits under the Executive Severance Policy. Ms. Swanback remains subject to restrictive covenants, including covenants relating to non-competition, non-solicitation, and non-disclosure.
50 | The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Please see the “Executive Compensation—Potential Payments Upon Termination or Change-in-Control” section of this Proxy Statement for further information regarding the Executive Severance Policy, including the treatment of awards upon qualifying termination events or a change-in-control.
Employment Arrangements. The Company generally executes an offer of employment before an executive joins the Company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, annual incentive target and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Executive Severance Policy, will apply as warranted.
In August 2021,2022, the Company and Ms. FitzgeraldMr. Cagwin entered into an offer of employment outlining the basic terms of Ms. Fitzgerald’s employment.Mr. Cagwin’s employment as Head of Business Unit Financial Planning and Analysis. In addition to setting forth Ms. Fitzgerald’sMr. Cagwin’s start date, starting salary of $425,000, annual incentive target 2022of $212,500, and 2023 long-term incentive award target and eligibility to participate in the Executive Severance Policy, Ms. Fitzgerald’sof $425,000, Mr. Cagwin’s offer of employment also included cash and RSU sign-on awards. Ms. Fitzgerald received a cash sign-on award in the amount of $200,000, payable in two equal installments, with the first installment to be paid within 30 days of Ms. Fitzgerald’s start date, and the second installment to be paid following the six-month anniversary of her start date. This cash sign-on award is subject to pro-rata repayment in the event Ms. Fitzgerald voluntarily resigns from the Company or is terminated for cause prior to the one-year anniversary of her start date. Ms. Fitzgerald also received a one-time RSU award of 92,166 RSUsequity awards with a target grant date fair value of $2,000,000, with the$1,250,000. The sign-on equity award was delivered 80% as time-based RSUs, scheduled to vestvesting in three substantially equalone-third annual installments on the first second, and thirdthree anniversaries of the grant date, and 20% as PSUs with the same performance metrics applicable to the 2022 PSUs delivered to the other NEOs. Mr. Cagwin’s 2022 annual incentive award was subject to Ms. Fitzgerald’s continuedthe same financial performance metrics applicable to the other NEOs, as described above, but was not subject to the strategic goals.
In addition, Mr. Cagwin’s payout under the Annual Incentive Plan was subject to an individual performance modifier based on the CEO’s recommendation and tied to overall performance for the year as compared to established stretch individual goals. Mr. Cagwin’s new hire equity award was in lieu of a 2022 annual equity grant from the Company and determined based on competitive market data. During 2022, Mr. Cagwin was a participant in the Company’s Severance Policy for Tier I Employees. Mr. Cagwin’s offer of employment through the applicable vesting date or as otherwise provided for certain relocation benefits in connection with his relocation to Denver, Colorado, provided that a pro-rated portion of expenses incurred by the Company as a result of such relocation must be repaid in the event that Mr. Cagwin terminates his employment voluntarily or is terminated by the Company for cause within 24 months following his relocation.
In connection with his September 2022 promotion to interim CFO, Mr. Cagwin was awarded a monthly stipend of $10,000 for each month of service as interim CFO. As noted above, in January 2023, Mr. Cagwin was promoted to the position of CFO. In connection with such promotion, the Compensation Committee approved an annual base salary of $525,000, a target bonus under the Company’s Executive Severance Policy or the Long-TermAnnual Incentive Plan and the related award agreement. Ms. Fitzgerald’s sign-on cashof 100% of base salary and equity awards were grantedwith a target grant date fair value of $2,150,000 to be delivered in the same mix as compensationthe equity vehicles delivered to the Company’s other NEOs.
In 2022, the Company entered into an offer of employment with Mr. Adams outlining the basic terms of Mr. Adams’ employment as Chief Legal Officer. In addition to setting forth Mr. Adams’ start date, starting salary of $450,000, annual incentive target of $405,000, and 2023 long-term incentive award target of $1,060,000, Mr. Adams’ offer of employment also included a sign-on equity award with a target grant date fair value of $1,500,000. The sign-on equity award was delivered in the form of time-based RSUs, vesting in one-third annual installments on the first three anniversaries of the grant date. Mr. Adams’ offer of employment also provides for comparable amountscertain relocation benefits in connection with his relocation to Denver, Colorado, provided that she would have otherwise earned from hera pro-rated portion of expenses incurred by the Company as a result of such relocation must be repaid in the event that Mr. Adams terminates his employment voluntarily or is terminated by the Company for cause within 24 months following his relocation. In addition, the offer letter provides that Mr. Adams will be eligible for commuting expenses for travel to the Company’s headquarters prior employer and to provide a competitive offer for her to accept a position with the Company.his relocation.
Under certain circumstances, the Compensation Committee recognizes that special arrangements with respect to an executive’s employment may be necessary or desirable. For example, Mr. Ersek, the Company,Farah and a subsidiary of the Company entered into agreements in November 2009 relating to his 2009 promotion to Chief Operating Officer, which were amended effective September 2010 to reflect his 2010 promotion to President and CEO. Employment contracts were a competitive market practice in Austria where Mr. Ersek resided at the time he assumed his position as Chief Operating Officer and the Compensation Committee believes the terms of his agreements were consistent with those for similarly situated executives in Austria. Additionally, Mr. Farah and a subsidiary of the
Company entered into an employment contract in June 2008 with respect to Mr. Farah’s employment with the Company. Employment contracts are a competitive market practice in the UAE where Mr. Farah resides, and the Compensation Committee believes the terms of his contract are consistent with those for similarly situated executives in the UAE. Please see the “Executive Compensation—Narrative to Summary
48| The Western Union Company
COMPENSATION DISCUSSION AND ANALYSIS
Compensation Table and Grants of Plan-Based Awards Table—Employment Arrangements” section of this Proxy Statement for a description of the material terms of the employment agreementsagreement with Messrs. Ersek andMr. Farah. Please see the “CEO Transition Compensation” section of this Proxy Statement above for a description of the compensation arrangements entered into with Messrs. McGranahan and Ersek in connection with the CEO transition.
Retirement Savings Plans.Plans. The Company executives on U.S. payroll are eligible for retirement benefits through a qualified defined contribution 401(k) plan, the Incentive Savings Plan, and a nonqualified defined contribution plan, the Supplemental Incentive Savings Plan (“SISP”). The SISP provides a vehicle for additional deferred compensation with matching contributions from the Company. We maintain the Incentive Savings Plan and the SISP to encourage our employees to save some percentage of their cash compensation for their eventual retirement. Mr. Ersek participates in the qualified defined contribution retirement plan made available to eligible employees in Austria. The committee believes that these types of savings plans are consistent with competitive pay practices, and are an important element in attracting and retaining talent in a competitive market. Please see the 20212022 Nonqualified Deferred Compensation Table in the “Executive Compensation” section of this Proxy Statement for further information regarding the Company’s retirement savings plans.
Retention Arrangement. In 2022, the Compensation Committee granted Mr. Agrawal a cash retention award of $700,000, payable on the 12-month anniversary of the grant date. This retention award was provided to incentivize Mr. Agrawal to remain with the Company, particularly during a period of leadership transition. Mr. Agrawal forfeited this award upon his resignation from the Company in September 2022.
Benefits and Perquisites. The Company’s global benefit philosophy for employees, including executives, is to provide a package of benefits consistent with local practices and competitive within individual markets. While employed with the Company, each of our NEOs participates in the health and welfare benefit plans and fringe benefit programs generally available to all other Company employees in the individual market in which they are located. For example, Mr. Farah resides in the UAE where it is customary to provide certain fringe benefits, including annual housing, education, transportation, health and wellness and technology allowances.
The Company provided its NEOs with limited, yet competitive perquisites and other personal benefits that the Compensation Committee believes are consistent
with the Company’s philosophy of attracting and retaining exemplary executive talent and, in some cases, such as the annual physical examination, the Company provides such personal benefits because the committee believes they are in the interests of the Company and its stockholders. The committee periodically reviews the levels of perquisites and other personal benefits provided to NEOs.
During 2018, the Company hired an outside security provider to perform a comprehensive security assessment with
2022 Proxy Statement | 51
COMPENSATION DISCUSSION AND ANALYSIS
respect to certain Company personnel, including Mr. Ersek. Based on its security assessment, the outside security provider recommended certain home security services continue to be provided to Mr. Ersek and that Mr. Ersek continue to use corporate aircraft for certain business and personal travel. Accordingly, the Company paid for certain security services for Mr. Ersek and corporate aircraft for certain personal travel. Because the Company believed it to be in the best interests of the Company and its stockholders to protect Mr. Ersek against possible security threats to him and his family members, the Company required that Mr. Ersek accept such personal security protection. The Company also believes that the costs of this security are appropriate and necessary. Although the Company does not consider Mr. Ersek’s security services to be a perquisite or other personal benefit for the reasons described above, the Company has reported the costs related to security services for Mr. Ersek as well as the costs of corporate aircraft for personal travel in the “2021 All Other Compensation Table.” Occasionally, Mr. Ersek’sMcGranahan’s spouse or other guests accompanied him on corporate aircraft when the aircraft was already scheduled for business purposes and could accommodate additional passengers. In certain of those cases, there was no additional aggregate incremental cost to the Company and, as a result, no amount is reflected with respect to those cases in the “2021“2022 All Other Compensation Table.” Also, in connection
with the Company’s sponsorship of certain events and partnerships with various organizations and venues, certain perquisites, including tickets and parking access, are made available to officers and employees of the Company, including Mr. ErsekMcGranahan and the other NEOs. These perquisites have no additional aggregate incremental cost to the Company, and therefore, no amount is reflected in the “2021“2022 All Other Compensation Table.”
Stock Ownership Guidelines
To align our executives’ interests with those of our stockholders and to assure that our executives own meaningful levels of Company stock throughout their tenures with the Company, the Compensation Committee established stock ownership guidelines that require each of the continuing NEOs to own shares of the Company’s common stock worth a specified multiple of base salary. Under the stock ownership guidelines, the executives must retain, until the required ownership guideline levels have been achieved and thereafter if required to maintain the required ownership levels, at least 50% of after-tax shares resulting from the vesting of RSUs, including PSUs. The chart below shows the salary multiple guidelines and the equity holdings that count towards the requirement as of the Record Date. Each continuing NEO subject to the guidelines has met, or is progressing towards meeting, his or her respective ownership guidelineguideline.
EXECUTIVE | GUIDELINE | STATUS | ||
Devin McGranahan | 6x salary | Must hold 50% of after-tax shares until guideline is met | ||
| 3x salary |
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| Must hold 50% of after-tax shares until guideline is met | ||
Jean Claude Farah | 3x salary | Meets guideline | ||
Benjamin Adams | 3x salary | Must hold 50% of after-tax shares until guideline is met |
WHAT COUNTS TOWARD | WHAT DOES NOT COUNT | |
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2023 Proxy Statement |49
COMPENSATION DISCUSSION AND ANALYSIS
Prohibition Against Pledging and Hedging of the Company’s Securities
The Company’s insider trading policies prohibit the Company’s executive officers and directors from pledging the Company’s securities, and prohibit all Company employees, including executive officers, and directors from engaging in hedging or short-term speculative trading of the Company’s securities, including, without limitation, short sales or put or call options involving the Company’s securities.
Clawback Policy
The Company maintains a clawback policy under which the Company may, in the Compensation Committee’s discretion and subject to applicable law, “clawback” incentive compensation paid to certain officers of the Company (generally defined as an individual subject to Section 16 of the Exchange Act as well as the Company’s CCO) in the event of an accounting restatement or if such officer engaged in detrimental conduct, as defined in the clawback policy.
In addition, the Company is permitted under the clawback policy, in the Compensation Committee’s discretion and subject to applicable laws, to clawback incentive compensation paid to such officers for conduct that is determined to have directly contributed to material compliance failures resulting in a failure to comply
with applicable laws or regulations. Under this policy, if the Compensation Committee determines that incentive compensation is subject to clawback, the Company, subject to the direction of the Committee,committee, has broad discretion to effect recovery of such amounts, including requiring a cash payment, canceling outstanding or deferred awards, reducing future compensation, seeking recovery of any gain or profit realized by the officer on the sale or other disposition of any equity-based awards, or other appropriate means. The Company continues to monitor this policy to ensure that it is consistent with applicable laws including anyand will review and modify the policy as necessary to reflect the final NYSE listing rules adopted to implement the compensation recovery requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”).
52 50|The Western Union Company
The following table contains compensation information for our NEOs for the fiscal year ended December 31, 20212022 and, to the extent required under the SEC executive compensation disclosure rules, the fiscal years ended December 31, 20202021 and December 31, 2019.2020.
20212022 SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION | YEAR | SALARY ($000)(1) | BONUS ($000)(2) | STOCK AWARDS ($000)(3) | OPTION AWARDS ($000)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($000)(4) | CHANGE IN PENSION VALUE AND NON-QUALIFIED DEFERRED COMPENSATION EARNINGS ($000) | ALL OTHER COMPENSATION ($000)(5) | TOTAL ($000) | |||||||||
Devin McGranahan President and Chief Executive Officer | 2022 | 1,000.0 | — | 3,407.1 | 1,600.0 | 986.0 | — | 248.6 | 7,241.7 | |||||||||
2021 | 17.4 | 1,000.0 | 6,500.0 | 6,600.0 | — | — | — | 14,117.4 | ||||||||||
2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
Matt Cagwin Chief Financial Officer | 2022 | 234.5 | — | 1,091.5 | — | 56.4 | — | 118.8 | 1,501.2 | |||||||||
2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
Gabriella Fitzgerald Former President, North America | 2022 | 550.0 | 100.0 | 1,193.8 | — | 320.7 | — | 36.2 | 2,200.7 | |||||||||
2021 | 166.7 | 100.0 | 2,000.0 | — | 471.9 | — | 11.7 | 2,750.3 | ||||||||||
2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
Jean Claude Farah(6) President, Middle East and Asia Pacific | 2022 | 500.0 | — | 942.5 | — | 264.0 | — | 176.0 | 1,882.5 | |||||||||
2021 | 500.0 | — | 1,500.0 | — | 429.0 | — | 175.7 | 2,604.7 | ||||||||||
2020 | 500.0 | — | 1,050.0 | — | 324.5 | — | 174.4 | 2,048.9 | ||||||||||
Benjamin Adams Chief Legal Officer and Interim Chief People Officer | 2022 | 262.5 | — | 1,500.0 | — | 234.9 | — | 61.0 | 2,058.4 | |||||||||
2021 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
2020 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||
Raj Agrawal Former Chief Financial Officer | 2022 | 438.3 | — | 1,759.3 | — | — | — | 39.2 | 2,236.8 | |||||||||
2021 | 650.0 | — | 2,800.0 | — | 507.0 | — | 48.2 | 4,005.2 | ||||||||||
2020 | 646.7 | — | 2,400.0 | — | 377.0 | — | 86.7 | 3,510.4 |
Footnotes:
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NAME AND PRINCIPAL POSITION |
| YEAR |
| SALARY ($000)(1) |
| BONUS ($000)(2) |
| STOCK AWARDS ($000)(3) |
| OPTION AWARDS ($000)(3) |
| NON-EQUITY INCENTIVE PLAN COMPENSATION ($000)(4) |
| CHANGE IN PENSION VALUE AND NON- QUALIFIED DEFERRED COMPENSATION EARNINGS ($000) |
| ALL OTHER COMPENSATION ($000)(5) |
| TOTAL ($000) |
Devin McGranahan |
| 2021 |
| 17.4 |
| 1,000.0 |
| 6,500.0 |
| 6,600.0 |
| — |
| — |
| — |
| 14,117.4 |
President and Chief |
| 2020 |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
Executive Officer |
| 2019 |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
Hikmet Ersek(6) |
| 2021 |
| 1,050.0 |
| — |
| 6,560.0 |
| 1,640.0 |
| 1,392.3 |
| — |
| 192.3 |
| 10,834.6 |
Senior Advisor and Former President |
| 2020 |
| 1,041.7 |
| — |
| 6,560.0 |
| 1,640.0 |
| 874.7 |
| — |
| 220.0 |
| 10,336.4 |
and Chief Executive Officer |
| 2019 |
| 1,000.0 |
| — |
| 5,600.0 |
| 1,400.0 |
| 1,700.0 |
| — |
| 399.5 |
| 10,099.5 |
Raj Agrawal |
| 2021 |
| 650.0 |
| — |
| 2,800.0 |
| — |
| 507.0 |
| — |
| 48.2 |
| 4,005.2 |
Chief Financial |
| 2020 |
| 646.7 |
| — |
| 2,400.0 |
| — |
| 377.0 |
| — |
| 86.7 |
| 3,510.4 |
Officer |
| 2019 |
| 630.0 |
| — |
| 2,400.0 |
| — |
| 718.2 |
| — |
| 56.5 |
| 3,804.7 |
Michelle Swanback |
| 2021 |
| 645.8 |
| — |
| 2,500.0 |
| — |
| 557.7 |
| — |
| 44.7 |
| 3,748.2 |
President, Product |
| 2020 |
| 606.1 |
| 500.0 |
| 4,700.0 |
| — |
| 375.0 |
| — |
| 44.4 |
| 6,225.5 |
and Platform |
| 2019 |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
Gabriella Fitzgerald |
| 2021 |
| 166.7 |
| 100.0 |
| 2,000.0 |
| — |
| 471.9 |
| — |
| 11.7 |
| 2,750.3 |
President, |
| 2020 |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
Americas Region |
| 2019 |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
| N/A |
Jean Claude Farah(7) |
| 2021 |
| 500.0 |
| — |
| 1,500.0 |
| — |
| 429.0 |
| — |
| 175.7 |
| 2,604.7 |
President, Global |
| 2020 |
| 500.0 |
| — |
| 1,050.0 |
| — |
| 324.5 |
| — |
| 174.4 |
| 2,048.9 |
EMEA/APAC Region |
| 2019 |
| 500.0 |
| — |
| 1,050.0 |
| — |
| 486.0 |
| — |
| 179.4 |
| 2,215.4 |
Footnotes:
(1) | Except with respect to salary adjustments in connection with promotions, any salary adjustments are effective as of March of each reporting year. With respect to Mr. Cagwin, this amount also includes the monthly stipend of $10,000 for each month of service as interim CFO. In the case of Messrs. Cagwin, Adams and Agrawal, 2022 salary amounts are pro-rated to reflect their period of service with the Company during 2022. |
(2) | The amount reported in this column for Mr. McGranahan for 2021 represents a cash sign-on bonus in the amount of $1,000,000, which was paid within 30 days of Mr. McGranahan’s employment start date. This cash sign-on bonus |
2022
2023 Proxy Statement |5351
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION performance period. In accordance with FASB ASC Topic 718, the value of the 2022 PSUs is based on one-third of the full number of shares subject to the 2022 PSUs for which the target revenue growth goal was established in 2022. The remaining portion of the 2022 PSUs that will be linked to goals for subsequent years will be reported in the Summary Compensation Table for those years in which the goals are established. Assuming the highest level of performance is achieved for the 2022 PSUs, the maximum value for the one-third portion of the 2022 PSUs granted in 2022 under FASB ASC Topic 718 would be as follows ($000): Mr. McGranahan -$3,614.2; Mr. Cagwin -$183.0; Ms. Fitzgerald - $867.6; Mr. Farah - $684.9; and Mr. Agrawal - $1,278.5. Dividend equivalents with respect to the 2022 PSUs and 2022 RSUs will be paid to the extent the underlying PSUs and RSUs are earned. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the years ended December 31, 2022, 2021 and 2020, respectively, for a discussion on the relevant assumptions used in calculating the amounts reported for the applicable year.
(4) |
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(5) | Amounts included in this column for |
(6) | For |
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20212022 ALL OTHER COMPENSATION TABLE
NAME | PERQUISITES & OTHER PERSONAL BENEFITS ($000)(1) | TAX REIMBURSEMENTS ($000)(2) | COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($000)(3) | INSURANCE PREMIUMS ($000) | TOTAL ($000) | |||||
Devin McGranahan | 127.1 | 38.9 | 80.0 | 2.6 | 248.6 | |||||
Matt Cagwin | 76.9 | 32.2 | 9.4 | 0.3 | 118.8 | |||||
Gabriella Fitzgerald | 0.1 | — | 34.7 | 1.4 | 36.2 | |||||
Jean Claude Farah | 144.6 | — | 7.9 | 23.5 | 176.0 | |||||
Benjamin Adams | 35.4 | 14.5 | 10.5 | 0.6 | 61.0 | |||||
Raj Agrawal | 0.3 | — | 36.7 | 2.2 | 39.2 |
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NAME |
| PERQUISITES & OTHER PERSONAL BENEFITS ($000)(1) |
| TAX REIMBURSEMENTS ($000) |
| COMPANY CONTRIBUTIONS TO DEFINED CONTRIBUTION PLANS ($000)(2) |
| INSURANCE PREMIUMS ($000) |
| TOTAL ($000) |
Devin McGranahan |
| — |
| — |
| — |
| — |
| — |
Hikmet Ersek |
| 87.5 |
| — |
| 77.6 |
| 27.2 |
| 192.3 |
Raj Agrawal |
| 3.7 |
| 0.3 |
| 41.1 |
| 3.1 |
| 48.2 |
Michelle Swanback |
| 2.2 |
| 0.1 |
| 40.8 |
| 1.6 |
| 44.7 |
Gabriella Fitzgerald |
| 1.4 |
| 0.5 |
| 9.5 |
| 0.3 |
| 11.7 |
Jean Claude Farah |
| 144.6 |
| — |
| 8.7 |
| 22.4 |
| 175.7 |
Footnotes:
| (1) | Amounts shown in this column for |
• | For Mr. |
| • | For Mr. Adams, the amounts in this column include commuting expenses and corporate housing provided by the Company prior to his relocation to the Company’s corporate headquarters. |
(2) | Amounts shown in this column represent tax reimbursements paid to the NEOs with respect to relocation and other expenses. |
(3) | Amounts shown in this column represent (i) contributions made by the Company on behalf of each of the NEOs, except for |
54 52| The Western Union Company
EXECUTIVE COMPENSATION
The following table summarizes awards made to our NEOs in 2021.2022.
20212022 GRANTS OF PLAN-BASED AWARDS TABLE
NAME | GRANT DATE | APPROVAL DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS(1) | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS(2) | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#)(3) | ALL OTHER OPTION AWARDS: NUMBER OF SECURITIES UNDERLYING OPTIONS (#)(4) | EXERCISE OR BASE PRICE OF OPTION AWARDS ($/Sh) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($000)(5) | ||||||||||||||
TARGET ($000) | MAXIMUM ($000) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | ||||||||||||||||||
Devin McGranahan | 1,700.0 | 2,975.0 | ||||||||||||||||||||
2/24/2022 | 2/24/2022 | 25,779 | 85,930 | 171,859 | 1,807.1 | |||||||||||||||||
2/24/2022 | 2/24/2022 | 85,930 | 1,600.0 | |||||||||||||||||||
2/24/2022 | 2/24/2022 | 461,096 | 18.62 | 1,600.0 | ||||||||||||||||||
Matt Cagwin | 97.2 | 194.4 | ||||||||||||||||||||
8/5/2022 | 8/1/2022 | 1,527 | 5,090 | 10,180 | 91.5 | |||||||||||||||||
8/5/2022 | 8/1/2022 | 61,088 | 1,000.0 | |||||||||||||||||||
Gabriella Fitzgerald | 605.0 | 1,210.0 | ||||||||||||||||||||
2/23/2022 | 2/23/2022 | 5,889 | 19,629 | 39,257 | 433.8 | |||||||||||||||||
2/23/2022 | 2/23/2022 | 39,257 | 760.0 | |||||||||||||||||||
Jean Claude Farah | 550.0 | 1,100.0 | ||||||||||||||||||||
2/23/2022 | 2/23/2022 | 4,649 | 15,496 | 30,992 | 342.5 | |||||||||||||||||
2/23/2022 | 2/23/2022 | 30,992 | 600.0 | |||||||||||||||||||
Benjamin Adams | 405.0 | 810.0 | ||||||||||||||||||||
6/1/2022 | 5/15/2022 | 83,893 | 1,500.0 | |||||||||||||||||||
Raj Agrawal | 650.0 | 1,300.0 | ||||||||||||||||||||
2/23/2022 | 2/23/2022 | 8,678 | 28,926 | 57,852 | 639.3 | |||||||||||||||||
2/23/2022 | 2/23/2022 | 57,852 | 1,120.0 |
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| VALUE OF | ||
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| ESTIMATED FUTURE |
| NUMBER |
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| OR BASE |
| STOCK | ||||||
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| OF SHARES |
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| AND | ||||||
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| UNDERLYING |
| OPTION |
| OPTION | ||||||
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NAME |
| DATE |
| DATE |
| ($000) |
| ($000) |
| (#) |
| (#) |
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| (#)(2) |
| (#)(3) |
| ($/Sh) |
| ($000)(4) |
Devin |
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| 12/27/2021 |
| 11/11/2021 |
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| 367,232 |
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| 6,500.0 |
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| 11/11/2021 |
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| 2,149,838 |
| 17.70 |
| 6,600.0 |
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Hikmet |
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| 1,785.0 |
| 3,123.8 |
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Ersek |
| 2/19/2021 |
| 2/19/2021 |
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| 85,739(5) |
| 171,477(5) |
| 342,954(5) |
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| 4,100.0 |
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| 2/19/2021 |
| 2/19/2021 |
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| 32,069(6) |
| 64,138(6) |
| 128,276(6) |
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| 1,640.0 |
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| 2/19/2021 |
| 2/19/2021 |
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| 34,296 |
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| 820.0 |
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| 2/19/2021 |
| 2/19/2021 |
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| 400,000 |
| 23.91 |
| 1,640.0 |
Raj |
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| 650.0 |
| 1,300.0 |
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Agrawal |
| 2/18/2021 |
| 2/18/2021 |
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| 29,788(5) |
| 59,575(5) |
| 119,150(5) |
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| 1,400.0 |
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| 2/18/2021 |
| 2/18/2021 |
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| 11,318(6) |
| 22,636(6) |
| 45,272(6) |
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| 560.0 |
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| 2/18/2021 |
| 2/18/2021 |
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|
|
|
| 35,745 |
|
|
|
|
| 840.0 |
Michelle |
|
|
|
|
| 715.0 |
| 1,430.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swanback |
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
| 26,596(5) |
| 53,192(5) |
| 106,384(5) |
|
|
|
|
|
|
| 1,250.0 |
|
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
| 10,106(6) |
| 20,211(6) |
| 40,422(6) |
|
|
|
|
|
|
| 500.0 |
|
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
|
|
|
|
|
|
| 31,915 |
|
|
|
|
| 750.0 |
Gabriella |
|
|
|
|
| 605.0 |
| 1,210.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fitzgerald |
| 9/13/2021 |
| 8/31/2021 |
|
|
|
|
|
|
|
|
|
|
| 92,166 |
|
|
|
|
| 2,000.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean |
|
|
|
|
| 550.0 |
| 1,100.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Claude |
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
| 15,958(5) |
| 31,915(5) |
| 63,830(5) |
|
|
|
|
|
|
| 750.0 |
Farah |
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
| 6,064(6) |
| 12,127(6) |
| 24,254(6) |
|
|
|
|
|
|
| 300.0 |
|
| 2/18/2021 |
| 2/18/2021 |
|
|
|
|
|
|
|
|
|
|
| 19,149 |
|
|
|
|
| 450.0 |
Footnotes:
(1) | These amounts consist of the target and maximum cash award levels set in |
2022
2023 Proxy Statement |5553
EXECUTIVE COMPENSATION
was eligible to receive prorated vesting of Contents
EXECUTIVE COMPENSATION
|
| (4) | This amount represents stock options granted under the Long-Term Incentive Plan to |
| (5) | The amounts shown in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. In the case of the PSUs, in accordance with FASB ASC Topic 718, the aggregate grant date fair value computed for the 2022 PSUs is based on one-third of the full number of shares subject to the 2022 PSUs for which target revenue growth goal was established in 2022. The remaining portion of the 2022 PSUs that will be linked to goals for subsequent years will be reported in the Grants of Plan-Based Awards Table for those years in which the goals are established. See Note 17 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, |
|
|
|
|
NARRATIVE TO SUMMARY COMPENSATION TABLE AND GRANTS OF PLAN-BASED AWARDS TABLE
EMPLOYMENT ARRANGEMENTS
EMPLOYMENT ARRANGEMENTS |
As noted in the “Compensation Discussion and Analysis,” the Company generally executes an offer of employment prior to the time an executive joins the Company which describes the basic terms of the executive’s employment, including his or her start date, starting salary, bonus target, and long-term incentive award target. The terms of the executive’s employment are based thereafter on sustained good performance rather than contractual terms, and the Company’s policies, such as the Executive Severance Policy, will determine the benefits to be received by senior executives, including our NEOs, upon termination of employment from the Company. Please see the “—Potential Payments Upon Termination or Change-in-Control” section for a description of the policy.
As noted in the “Compensation Discussion and Analysis,” under certain circumstances, the Compensation Committee
recognizes that special arrangements with respect to an executive’s employment may be necessary or desirable. Accordingly, during 2021, Messrs. Ersek and2022, Mr. Farah were eachwas a party to an employment agreement, which reflects competitive practices in the employment locationslocation of Messrs. Ersek andMr. Farah at the time the respectivehis agreement became effective. The terms of Mr. Farah’s employment agreement provide for, and Mr. Ersek’s agreement provided for (i) eligibility to participate in an annual incentive program and Long-Term Incentive Plan and (ii) eligibility to participate in retirement, health, and welfare benefit programs on the same basis as similarly situated employees in the UAE and Austria, respectively.UAE. Mr. Farah’s employment agreement also includes and Mr. Ersek’s employment agreement included, non-competition, non-solicitation, and confidentiality provisions. Mr. Ersek’s employment agreement has been superseded by the terms of his
56 | The Western Union Company
EXECUTIVE COMPENSATION
AWARDS |
transition agreement with the Company, although the restrictive covenants set forth in his employment agreement survive the termination of his employment agreement.
AWARDS
In 2021,2022, the Compensation Committee granted annual equity grants under the Long-Term Incentive Plan consisting of (i) 50% Financial60% PSUs (vesting based on both revenue and operating margin goals), 20%goals established each year during the three-year performance period, subject to a +/- 25% payout modifier for our TSR PSUs,performance over the three-year performance period), 20% stock options, and 10%20% service-based RSUs for Mr. Ersek,McGranahan, and (ii) 50% Financial60% PSUs (vesting based on both revenue goals established each year during the three-year performance period, subject to a +/- 25% payout modifier for our TSR performance over the three-year performance period) and operating margin goals), 20% TSR PSUs, and 30%40% service-based RSUs for the other NEOs (excluding Mr. McGranahan,
Mr. Cagwin and Ms. Fitzgerald)Mr. Adams). In the case of Mr. Cagwin, in lieu of receiving a 2022 long-term incentive award, Mr. Cagwin received a sign-on equity award delivered 80% as time-based RSUs, vesting in one-third annual installments, and 20% as PSUs with the same performance metrics applicable to the 2022 PSUs delivered to the other NEOs. In the case of Mr. Adams, in lieu of receiving a 2022 long-term incentive award, Mr. Adams received a sign-on equity award delivered in the form of time-based RSUs, vesting in one-third annual installments on the first three anniversaries of the grant date. Please see the “Compensation Discussion and Analysis” section of this
54| The Western Union Company
EXECUTIVE COMPENSATION
Proxy Statement for further information regarding the 20212022 long-term incentive awards, including the performance metrics applicable to the 20212022 PSUs. Mr. McGranahan and Ms. Fitzgerald also received one-time equity awards in connection with their commencement of employment with the Company. Please see the sections entitled “CEO Transition Compensation” and “Employment Arrangements” within the “Compensation Discussion and Analysis” section of this Proxy Statement for additional information regarding the one-time equity awards.
At its February 20212022 meeting, the Compensation Committee established performance objectives to be considered under the Annual Incentive Plan for the 20212022 plan year.
As discussed in the “Compensation Discussion and Analysis” section of this Proxy Statement, participants are eligible to receive a cash payout ranging from 0% to 175% of target based on the achievement of pre-established corporate financial and strategic goals. The total payout under the Annual Incentive Plan for the participating NEOs other than Mr. ErsekMessrs. McGranahan and Cagwin is subject to a +/- 25% modifier based on the committee’s Compensation Committee’s
assessment of individual performance with respect to key performance indicators relating to leadership objectives, an individual business unit transformation goals,compliance evaluation, an individualized key performance indicator for each NEO, and an ESG initiatives, leadershipmetric, which qualitatively assesses progress towards the Company’s three pillars - Integrity of Global Money Movement, Economic Prosperity, and compliance.Diversity, Equity and Inclusion. For Mr. Cagwin, the total payout under the Annual Incentive Plan is subject to a +/- 25% individual performance modifier based on the CEO’s recommendations and tied to overall performance for the year as compared to established stretch individual goals. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for more information regarding the annual incentive awards, including the performance metrics applicable to such awards.
SALARY AND BONUS IN PROPORTION TO TOTAL COMPENSATION |
As noted in the “Compensation Discussion and Analysis” section of this Proxy Statement, the Compensation Committee heavily weighted total direct compensation toward performance-based elements, which include annual incentive compensation, PSUs and stock options, in order to hold executives accountable and reward them for the results of the Company. Our Compensation Committee structured the compensation program to give our NEOs substantial
alignment with stockholders, while also permitting the committee to incentivize the NEOs to pursue performance that it believes increases stockholder value. Please see the “Compensation Discussion and Analysis” section of this Proxy Statement for a description of the objectives of our compensation program and overall compensation philosophy.
2023 Proxy Statement |55
57 | The Western Union Company
EXECUTIVE COMPENSATION
The following table provides information regarding outstanding option awards and unvested stock awards held by each of the NEOs on December 31, 2021.2022.
20212022 OUTSTANDING EQUITY AWARDS AT FISCAL
YEAR-END TABLE
OPTION AWARDS | STOCK AWARDS | ||||||||||||||||
NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | 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 ($000)(1) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#)(2) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($000)(1) | |||||||||
Devin McGranahan | 461,096(3) | 18.62 | 2/24/2032 | 85,930(5) | 1,183.3 | ||||||||||||
537,459 | 1,612,379(4) | 17.70 | 12/27/2031 | 183,616(6) | 2,528.4 | ||||||||||||
Matt Cagwin | 61,088(7) | 841.2 | |||||||||||||||
Gabriella Fitzgerald | 39,257(5) | 540.6 | |||||||||||||||
61,444(8) | 846.1 | ||||||||||||||||
Jean Claude Farah | 30,992(5) | 426.8 | |||||||||||||||
44,818 | 19.27 | 2/19/2025 | 19,149(9) | 263.7 | |||||||||||||
10,127 | 15.99 | 2/20/2024 | 12,014(10) | 165.4 | 31,915(12) | 439.5 | |||||||||||
6,808(11) | 93.7 | 6,064(13) | 83.5 | ||||||||||||||
Benjamin Adams | 83,893(14) | 1,155.2 | |||||||||||||||
Raj Agrawal | 84,034 | 19.27 | 9/2/2024 | ||||||||||||||
65,823 | 15.99 | 2/20/2024 | 30,522(12) | 420.3 | |||||||||||||
134,063 | 14.00 | 2/20/2023 | 5,799(13) | 79.9 |
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| OPTION AWARDS |
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| STOCK AWARDS | ||||||||||||
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| EQUITY |
|
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| INCENTIVE |
|
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| PLAN |
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| EQUITY |
| AWARDS: |
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| INCENTIVE |
| MARKET |
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| PLAN |
| OR PAYOUT |
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| AWARDS: |
| VALUE OF |
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|
| NUMBER OF |
| UNEARNED |
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| MARKET |
| UNEARNED |
| SHARES, |
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| VALUE OF |
| SHARES, |
| UNITS OR |
|
| NUMBER OF |
| NUMBER OF |
|
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|
| NUMBER OF |
| SHARES |
| UNITS OR |
| OTHER |
|
| SECURITIES |
| SECURITIES |
|
|
|
|
|
| SHARES OR |
| OR UNITS |
| OTHER |
| RIGHTS |
|
| UNDERLYING |
| UNDERLYING |
|
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|
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|
| UNITS OF |
| OF STOCK |
| RIGHTS |
| THAT |
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| UNEXERCISED |
| UNEXERCISED |
| OPTION |
| OPTION |
|
| STOCK THAT |
| THAT HAVE |
| THAT |
| HAVE NOT |
|
| OPTIONS (#) |
| OPTIONS (#) |
| EXERCISE |
| EXPIRATION |
|
| HAVE NOT |
| NOT VESTED |
| HAVE NOT |
| VESTED |
NAME |
| EXERCISABLE |
| UNEXERCISABLE |
| PRICE ($) |
| DATE |
|
| VESTED (#) |
| ($000)(1) |
| VESTED (#) |
| ($000)(1) |
Devin |
|
|
| 2,149,838(2) |
| 17.70 |
| 12/27/2031 |
|
| 367,232(7) |
| 6,551.4 |
|
|
|
|
McGranahan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hikmet Ersek |
| — |
| 400,000(3) |
| 23.91 |
| 2/19/2031 |
|
| 34,296(8) |
| 611.8 |
|
|
|
|
|
| 103,535 |
| 310,607(4) |
| 26.50 |
| 2/20/2030 |
|
| 30,944(9) |
| 552.0 |
|
|
|
|
|
| 274,510 |
| 274,510(5) |
| 17.63 |
| 2/21/2029 |
|
| 39,706(10) |
| 708.4 |
|
|
|
|
|
| 287,671 |
| 95,891(6) |
| 20.09 |
| 2/22/2028 |
|
| 55,588(11) |
| 991.7 |
|
|
|
|
|
| 414,202 |
|
|
| 19.99 |
| 2/22/2027 |
|
|
|
|
|
|
|
|
|
|
| 422,961 |
|
|
| 18.19 |
| 2/19/2026 |
|
|
|
|
|
| 154,717(12) |
| 2,760.2 |
|
| 336,135 |
|
|
| 19.27 |
| 2/19/2025 |
|
|
|
|
|
| 72,184(13) |
| 1,287.8 |
|
| 303,798 |
|
|
| 15.99 |
| 2/20/2024 |
|
|
|
|
|
| 171,477(14) |
| 3,059.1 |
|
| 400,810 |
|
|
| 17.86 |
| 2/23/2022 |
|
|
|
|
|
| 64,138(15) |
| 1,144.2 |
Raj Agrawal |
|
|
|
|
|
|
|
|
|
| 35,745(8) |
| 637.7 |
| 45,767(12) |
| 816.5 |
|
| 84,034 |
|
|
| 19.27 |
| 2/19/2025 |
|
| 27,460(9) |
| 489.9 |
| 21,958(13) |
| 391.7 |
|
| 65,823 |
|
|
| 15.99 |
| 2/20/2024 |
|
| 40,359(10) |
| 720.0 |
| 59,575(14) |
| 1,062.8 |
|
| 134,063 |
|
|
| 14.00 |
| 2/20/2023 |
|
| 18,835(11) |
| 336.0 |
| 22,636(15) |
| 403.8 |
Michelle |
|
|
|
|
|
|
|
|
|
| 31,915(8) |
| 569.4 |
| 41,953(12) |
| 748.4 |
Swanback |
|
|
|
|
|
|
|
|
|
| 25,172(9) |
| 449.1 |
| 20,129(13) |
| 359.1 |
|
|
|
|
|
|
|
|
|
|
| 47,170(16) |
| 841.5 |
| 53,192(14) |
| 948.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 20,211(15) |
| 360.6 |
Gabriella |
|
|
|
|
|
|
|
|
|
| 92,166(17) |
| 1,644.2 |
|
|
|
|
Fitzgerald |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean Claude |
|
|
|
|
|
|
|
|
|
| 19,149(8) |
| 341.6 |
|
|
|
|
Farah |
| 44,818 |
|
|
| 19.27 |
| 2/19/2025 |
|
| 12,014(9) |
| 214.3 |
| 20,023(12) |
| 357.2 |
|
| 10,127 |
|
|
| 15.99 |
| 2/20/2024 |
|
| 17,657(10) |
| 315.0 |
| 9,607(13) |
| 171.4 |
|
| 33,401 |
|
|
| 17.86 |
| 2/23/2022 |
|
| 8,241(11) |
| 147.0 |
| 31,915(14) |
| 569.4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 12,127(15) |
| 216.3 |
Footnotes:
(1) | The market value of shares or units of stock that have not vested reflects the closing stock price of |
(2) | Based on adjusted revenue growth attainment in 2022, no value has been included in this table for the first tranche of the PSUs granted in 2022 which were scheduled to vest on February 23, 2025 (or, in the case of Mr. McGranahan, February 24, 2025, and Mr. Cagwin on August 5, 2025). Additionally, excluded from this table are 257,788, 15,272, 58,885, and 46,488 PSUs (at target) for Mr. McGranahan, Mr. Cagwin, Ms. Fitzgerald, and Mr. Farah, respectively, with respect to the portion of the 2022 PSUs associated with performance goals to be established in 2023 and 2024. In connection with his separation from the Company, Mr. Agrawal’s 2022 PSUs will vest on a pro-rated basis due to the satisfaction of the age and service requirements for retirement vesting and subject to the achievement of the underlying performance goals. |
(3) | These options were awarded on February 24, 2022, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. |
(4) | These options were awarded on December 27, 2021, subject to vesting in 25% increments on each of the first through fourth year anniversaries of the date of grant; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. |
58 56| The Western Union Company
EXECUTIVE COMPENSATION
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|
|
|
| Represents RSUs that are scheduled to vest in |
|
|
(6) | Represents RSUs that vested on February |
(7) | Represents RSUs that were awarded on August 5, 2022, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the |
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|
2022 Proxy Statement | 59
EXECUTIVE COMPENSATION
|
|
|
|
|
| Represents RSUs that were awarded on September 13, 2021, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, |
(9) | Represents RSUs that are scheduled to vest on February 18, 2024; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. |
(10) | Represents RSUs that vested on February 19, 2023. |
(11) | Represents PSUs that vested on February 19, 2023 based on the Company’s revenue and EBIT performance over the 2020-2022 performance period. |
(12) | Represents PSUs that are scheduled to vest on February 18, 2024 based on the Company’s revenue and operating margin performance, measured annually during the 2021-2023 performance period; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. In accordance with the SEC executive compensation disclosure rules, the amounts reported are based on achieving the target performance goals. In connection with his separation from the Company, Mr. Agrawal’s PSUs will vest on a pro-rated basis due to the satisfaction of the age and service requirements for retirement vesting. |
(13) | Represents PSUs that are scheduled to vest on February 18, 2024 based on the Company’s TSR performance relative to the S&P 500 Index over the 2021-2023 performance period; provided that the executive is still employed by the Company on the vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. In accordance with the SEC executive compensation disclosure rules, the amounts reported are based on achieving the threshold performance goals. In connection with his separation from the Company, Mr. Agrawal’s PSUs will vest on a pro-rated basis due to the satisfaction of the age and service requirements for retirement vesting. |
(14) | Represents RSUs that were awarded on June 1, 2022, which vest in three substantially equal installments on the first, second and third anniversaries of the grant date; provided that the executive is still employed by the Company on the applicable vesting date or as otherwise provided for pursuant to the Executive Severance Policy, the Long-Term Incentive Plan or the equity award agreement. |
60 2023 Proxy Statement | The Western Union Company57
EXECUTIVE COMPENSATION
The following table provides information concerning the exercise of stock options and vesting of stock awards during 20212022 for each of the NEOs.
20212022 OPTION EXERCISES AND STOCK VESTED TABLE
|
|
|
|
|
|
|
|
|
|
| OPTION AWARDS |
| STOCK AWARDS | ||||
NAME |
| NUMBER OF SHARES ACQUIRED ON EXERCISE (#) |
| VALUE REALIZED ON EXERCISE ($) |
| NUMBER OF SHARES ACQUIRED ON VESTING (#) |
| VALUE REALIZED ON VESTING ($) |
Devin McGranahan |
| — |
| — |
| — |
| — |
Hikmet Ersek |
| 233,859 |
| 681,073 |
| 191,644 |
| 4,580,292 |
Raj Agrawal |
| 128,534 |
| 866,741 |
| 89,583 |
| 2,141,930 |
Michelle Swanback |
| — |
| — |
| 47,170 |
| 1,056,136 |
Gabriella Fitzgerald |
| — |
| — |
| — |
| — |
Jean Claude Farah |
| 28,157 |
| 69,023 |
| 39,194 |
| 937,129 |
NAME | OPTION AWARDS | STOCK AWARDS | ||||||
NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($000) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($000) | |||||
Devin McGranahan | — | — | 183,616 | 3,121.5 | ||||
Matt Cagwin | — | — | — | — | ||||
Gabriella Fitzgerald | — | — | 30,722 | 454.1 | ||||
Jean Claude Farah | 33,401 | 59.6 | 25,898 | 507.9 | ||||
Benjamin Adams | — | — | — | — | ||||
Raj Agrawal | — | — | 123,939 | 2,001.3 |
The following table provides information regarding compensation that has been deferred by our NEOs pursuant to the terms of our SISP.
20212022 NONQUALIFIED DEFERRED COMPENSATION TABLE
NAME | EXECUTIVE CONTRIBUTIONS IN LAST FY ($000)(1) | REGISTRANT CONTRIBUTIONS IN LAST FY ($000)(2) | AGGREGATE EARNINGS/ (LOSS) IN LAST FY ($000) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($000) | AGGREGATE BALANCE AT LAST FYE ($000)(3) | |||||
Devin McGranahan | 50.0 | 67.8 | (15.8) | — | 152.0 | |||||
Matt Cagwin | 54.2 | 2.2 | (0.3) | — | 56.1 | |||||
Gabriella Fitzgerald | 32.5 | 22.5 | (3.7) | — | 67.5 | |||||
Jean Claude Farah | — | — | — | — | — | |||||
Benjamin Adams | — | — | — | — | — | |||||
Raj Agrawal | 46.4 | 24.5 | (444.2) | — | 2,021.6 |
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NAME |
| EXECUTIVE CONTRIBUTIONS IN LAST FY ($000)(1) |
| REGISTRANT CONTRIBUTIONS IN LAST FY ($000)(2) |
| AGGREGATE EARNINGS IN LAST FY ($000) |
| AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($000) |
| AGGREGATE BALANCE AT LAST FYE ($000)(3) |
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Hikmet Ersek |
| — |
| — |
| — |
| — |
| — |
Raj Agrawal |
| 51.4 |
| 29.5 |
| 530.6 |
| — |
| 2,394.9 |
Michelle Swanback |
| 51.0 |
| 29.2 |
| 10.2 |
| — |
| 182.6 |
Jean Claude Farah |
| — |
| — |
| — |
| — |
| — |
Footnotes:
| (1) | These amounts represent deferrals of the NEO’s salary and compensation received under the Annual Incentive Plan and are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns in the |
| (2) | These amounts are included in the “All Other Compensation” column in the |
| (3) | Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation for |
58| The Western Union Company
2022 Proxy Statement | 61
Table of ContentsEXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
INCENTIVE SAVINGS PLAN
INCENTIVE SAVINGS PLAN |
We maintain a defined contribution retirement plan (the “Incentive Savings Plan” or “ISP”) for our employees on United States payroll, including each of our NEOs other than Messrs. Ersek andMr. Farah. The ISP is structured with the intention of qualifying under Section 401(a) of the Internal Revenue Code. Under the ISP, participants are permitted to make contributions up to the maximum allowable amount under the Internal Revenue Code. In addition, we make matching contributions equal to 100% of the first 3% of eligible compensation contributed by participants and 50% of the next 2% of eligible compensation contributed by participants. For 2021,2022, each participating NEO was eligible
of his or her eligible compensation. During 2021, Mr. Ersek participated in the qualified retirement savings plan made available to eligible employees in Austria. During 2021,2022, Mr. Farah participated in the Caisse des Français de l’Etranger (the “CFECFE Retirement Fund”),Fund, which provides for continued coverage under the French State Social Security System for French citizens who work outside of France. On behalf of the employee, the CFE Retirement Fund contributes to the National Retirement Insurance Fund (“CNAV”) allowing the employee to receive pension benefits from the CNAV upon retirement.
SUPPLEMENTAL INCENTIVE SAVINGS PLAN
SUPPLEMENTAL INCENTIVE SAVINGS PLAN |
We maintain a nonqualified supplemental incentive savings plan, (the “SISP”)the SISP, for certain of our employees on U.S. payroll, including each of our NEOs other than Messrs. Ersek andMr. Farah. Under the SISP, participants may defer up to 80% of their salaries, including commissions and incentive compensation (other than annual bonuses), and may make a separate election to defer up to 80% of any annual bonuses and up to 100% of any performance-based cash awards they may earn. The SISP also provides participants the opportunity to receive credits for matching contributions equal to the difference between the matchingCompany contributions that a participant could receive under the ISP but for the contribution and compensation limitations imposed by the Internal Revenue Code, and the matchingCompany contributions allowable to the participant under the ISP. Participants are generally permitted to choose from among the mutual funds available for investment under the ISP for purposes of
of determining the imputed earnings, gains, and losses applicable to their SISP accounts. The SISP is unfunded. Participants may specify the timing of the payment of their accounts by choosing either a specified payment date or electing payment upon separation from service (or a date up to five years following separation from service), and in either case may elect to receive their accounts in a lump sum or in annual or quarterly installments over a period of up to ten years. With respect to each year’s contributions and imputed earnings, the participant may make a separate distribution election. Subject to the requirements of Section 409A of the Internal Revenue Code, applicable Internal Revenue Service guidance, and the terms of the SISP, participants may receive an early payment in the event of a severe financial hardship and may make an election to delay the timing of their scheduled payment by a minimum of five years.
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL
EXECUTIVE SEVERANCE POLICY
EXECUTIVE SEVERANCE POLICY |
We maintainIn 2022, we maintained the Executive Severance Policy for the payment of certain benefits to senior executives, including each of our NEOs, other than Mr. Cagwin, upon termination of employment from the Company and upon a change in control of the Company. Under the Executive Severance Policy, an eligible executive will become eligible for benefits if (i) prior to a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or (ii) after a change-in-control, he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily
for “good reason” (which may arise from a material reduction in title or position, reduction in base salary or bonus opportunity or an increase in the executive’s commute to his or her current principal working location of more than 50 miles
without consent) within 24 months after the date of the change-in-control. Under the Executive Severance Policy, a change-in-control is generally defined to include:
•
2023 Proxy Statement |59
•
EXECUTIVE COMPENSATION
• | Certain corporate restructurings, including certain mergers, dissolution and liquidation. |
• Certain corporate restructurings, including certain mergers, dissolution and liquidation.
62 | The Western Union Company
EXECUTIVE COMPENSATION
The Executive Severance Policy provided for the following severance and change-in-control benefits as of December 31, 2021:2022:
• A severance payment equal to the senior executive’s base pay plus target bonus for the year in which the termination occurs (the “base severance pay”) multiplied by 1.5 (multiplied by two in the case of the CEO and all senior executives who terminate for an eligible reason within 24 months following a change-in-control). For terminations prior to a change-in-control a senior executive employed by the Company for 12 months or less would be entitled to receive a severance payment equal to the base severance pay and, for every month employed in excess of 12 months, an additional severance payment equal to a pro rata portion of the base severance pay, up to a maximum severance payment equal to the senior executive’s base severance pay, multiplied by 1.5 (multiplied by two in the case of the CEO).
• A cash payment equal to the lesser of (i) the senior executive’s prorated target bonus under the Annual Incentive Plan for the year in which the termination occurs and (ii) the maximum bonus which could have been paid to the senior executive under the Annual Incentive Plan for the year in which the termination occurs, based on actual Company performance during such year. No bonus will be payable unless the Compensation Committee certifies that the performance goals under the Annual Incentive Plan have been achieved for the year in which the termination occurs (except for eligible terminations following a change-in-control).
• A lump sum payment equal to the difference between active employee health care premiums and continuation coverage premiums for 18 months of coverage.
• At the discretion of the Compensation Committee, outplacement benefits may be provided to the executive.
• All awards made pursuant to our Long-Term Incentive Plan, including those that are performance-based, generally will become fully vested and exercisable if a senior executive is involuntarily terminated without cause or terminates employment for good reason, in either case, within 24 months following a change-in-control. In such event, the right to exercise stock options will continue for 24 months (36 months in the case of the CEO) after the senior executive’s termination (but not beyond the applicable expiration date for the stock options).
• If a senior executive is involuntarily terminated without cause and no change-in-control has occurred, awards granted pursuant to our Long-Term Incentive Plan generally will vest on a prorated basis based on the period served during the vesting period, and stock options will remain exercisable until the end of severance period under the Executive Severance Policy, but not beyond the applicable expiration date for the stock options.
• Any benefits triggered by a change-in-control are subject to an automatic reduction to avoid the imposition of
• | A severance payment equal to the senior executive’s base pay plus target bonus for the year in which the termination occurs (the “base severance pay”) multiplied by 1.5 (multiplied by two in the case of the CEO and all senior executives who terminate for an eligible reason within 24 months following a change-in-control). For terminations prior to a change-in-control a senior executive employed by the Company for 12 months or less would be entitled to receive a severance payment equal to the base severance pay and, for every month employed in excess of 12 months, an additional severance payment equal to a pro rata portion of the base severance pay, up to a maximum severance payment equal to the senior executive’s base severance pay, multiplied by 1.5 (multiplied by two in the case of the CEO). |
• | A cash payment equal to the lesser of (i) the senior executive’s prorated target bonus under the Annual Incentive Plan for the year in which the termination occurs and (ii) the maximum bonus which could have been paid to the senior executive under the Annual Incentive Plan for the year in which the termination occurs, based on actual Company performance during such year. No bonus will be payable unless the Compensation Committee certifies that the performance goals under the Annual Incentive Plan have been achieved for the year in which the termination occurs (except for eligible terminations following a change-in-control). |
• | A lump sum payment equal to the difference between active employee health care premiums and continuation coverage premiums for 18 months of coverage. |
• | At the discretion of the Compensation Committee, outplacement benefits may be provided to the executive. |
• | All awards made pursuant to our Long-Term Incentive Plan, including those that are performance-based, generally will become fully vested and exercisable if a senior executive is involuntarily terminated without cause or terminates employment for good reason, in either case, |
excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive.
within 24 months following a change-in-control. In such event, the right to exercise stock options will continue for 24 months (36 months in the case of the CEO) after the senior executive’s termination (but not beyond the applicable expiration date for the stock options). |
• | If a senior executive is involuntarily terminated without cause and no change-in-control has occurred, awards granted pursuant to our Long-Term Incentive Plan generally will vest on a prorated basis based on the period served during the vesting period, and stock options will remain exercisable until the end of severance period under the Executive Severance Policy, but not beyond the applicable expiration date for the stock options. |
• | Any benefits triggered by a change-in-control are subject to an automatic reduction to avoid the imposition of excise taxes under Section 4999 of the Internal Revenue Code in the event such reduction would result in a better after-tax result for the executive. |
The provision of severance benefits under the Executive Severance Policy is conditioned upon the executive executing an agreement and release which includes, among other things, non-competition and non-solicitation restrictive covenants, as well as a release of claims against the Company. These restrictive covenants vary in duration, but generally do not exceed two years.
As noted earlier, Mr. Farah is subject to an employment agreement, which is a customary practice for executives located in the UAE. Under the terms of Mr. Farah’s employment agreement, he is required to receive three months’ notice of termination of employment or, in lieu of such notice, three months of pay. In addition, Mr. Farah is also eligible for statutory end of service gratuity/severance amounts in accordance with local law. Any amounts due to Mr. Farah under the Executive Severance Policy will be reduced by any end-of-service gratuity/severance paid under the terms of his employment agreement or as required by local law.
As noted in the “Compensation Discussion and Analysis” section of this Proxy Statement, effective as of December 26, 2021,Analysis,” during 2022 Mr. Ersek retiredAgrawal separated from the position of President and CEO of the Company, and will continue to support the Company as a Special Advisor to the Company’s new CEO until June 30, 2022, during which time his current base salary of $1,050,000 and benefits will continue, with an annual incentive opportunity under the Annual Incentive Plan of 170% of base salary that is prorated for his period of service during 2022. In addition, the Company has agreed to provide Mr. Ersek with a lump sum payment equal to COBRA premiums for continued healthcare coverage through December 31, 2023 (estimated value $48,000), tax filing support services for 2022 and 2023 (estimated value $10,000), continued home monitoring services for the duration of his service as Special Advisor to the CEO (estimated value $300), and repatriation support, including related tax reimbursements, for Mr. Ersek’s repatriation to Austria in accordance with the Company’s repatriation policy (estimated value $100,000) and reimbursement of up to $10,000 in attorneys’ fees for negotiation of the terms of Mr. Ersek’s transition agreement. Finally, dueCompany. Due to his satisfaction of the age and service requirements under his outstanding equity award agreements, Mr. Ersek will beAgrawal became eligible for retirement vesting in accordance with the terms of these agreements (estimated value $5,800,000,$13.77, based on the closing stock price on December 31, 202130, 2022 and assuming target payout for the PSUs).
On March60| The Western Union Company
EXECUTIVE COMPENSATION
SEVERANCE POLICY FOR TIER I EMPLOYEES |
As of December 31, 2022, Ms. Swanback separated fromwe maintained the Western Union Company Severance Policy (Tier I Employees) for the benefit of certain eligible employees of the Company, including Mr. Cagwin, upon a qualifying termination of employment with the Company. In connectionUnder the Severance Policy for Tier I Employees, an eligible employee will become eligible for benefits if the employee experiences an involuntary termination of employment with Ms. Swanback’s departure, the Company and Ms. Swanback entered intoas a mutual separation agreement, which includesdirect result of position elimination or reduction in force (excluding employees who are offered a customary releasecomparable position with either the Company or a successor or accept employment with an such entity).
In general, the Severance Policy for Tier I Employees provided for the following benefits for eligible employees as of claims and provides for a separationDecember 31, 2022:
• | A lump sum cash severance payment equal to a fixed number of weeks or months of such employee’s annual rate of base cash compensation as of the employee’s termination date (ranging between two months and twelve months for salaried employees), with the amount of severance determined based upon the employee’s number of years of service and annual rate of base cash compensation as of the termination date; and |
• | A lump sum payment equal to the difference between active employee health care premiums and continuation coverage premiums for the duration of the employee’s applicable severance period; |
The provision of $1,565,000, payable in nine equal monthly installments from April 2022 through December 2022. In connection with her departure, Ms. Swanback will not receive a bonus for 2022
2022 Proxy Statement | 63
EXECUTIVE COMPENSATION
under the Company’s Annual Incentive Plan, her outstanding and unvested equity awards were forfeited, and she was not eligible for any severance benefits under the Executive Severance Policy. Ms. Swanback remains subject toPolicy for Tier I Employees is conditioned upon the employee executing an agreement and release which includes, among other things, non-solicitation, non-disclosure, confidentiality, and non-disparagement restrictive covenants, including covenants relating to non-competition, non-solicitation, and non-disclosure.as well as a release of claims against the Company.
For each of the NEOs serving as executive officers as of December 31, 2021,2022, we have quantified the potential payments upon termination under various termination circumstances in the tables set forth below. These tables assume that the covered termination took place on December 31, 2021.2022. As of December 31, 2022, none of our continuing NEOs were eligible for retirement vesting. As noted in the “Compensation Discussion and Analysis,” on February 24, 2023, the Company determined that Gabriella Fitzgerald would cease serving as President, North America, effective as of March 10, 2023. Upon her departure, Ms. Fitzgerald became eligible for benefits under the Executive Severance Policy for an involuntary termination other than for death, disability or cause, as described below.
2023 Proxy Statement |61
PAYMENTS UPON TERMINATION OR
CHANGE-IN-CONTROL TABLES
TERMINATION FOLLOWING A CHANGE-IN-CONTROL(1) | ||||||||||||||
NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | LONG-TERM INCENTIVES(4) | DEU ACCRUAL ($000) | TOTAL ($000) | |||||||||
STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | ||||||||||||
Devin McGranahan | 3,686.0 | 31.0 | — | 3,549.7 | 3,711.7 | 495.7 | 11,474.1 | |||||||
Matt Cagwin | 375.2 | — | — | 210.3 | 841.2 | 35.9 | 1,462.6 | |||||||
Gabriella Fitzgerald | 1,764.5 | 11.0 | — | 810.9 | 1,386.7 | 178.9 | 4,152.0 | |||||||
Jean Claude Farah | 2,364.0 | — | — | 1,340.3 | 855.9 | 246.5 | 4,806.7 | |||||||
Benjamin Adams | 1,089.9 | 30.8 | — | — | 1,155.2 | 59.1 | 2,335.0 |
TERMINATION FOLLOWING A CHANGE-IN-CONTROL(1) | ||||||||||||||||||||||||||||
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| LONG-TERM INCENTIVES(4) |
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INVOLUNTARY TERMINATION OTHER THAN FOR DEATH, DISABILITY, OR CAUSE | INVOLUNTARY TERMINATION OTHER THAN FOR DEATH, DISABILITY, OR CAUSE | |||||||||||||||||||||||||||
NAME | SEVERANCE ($000)(2) | WELFARE BENEFITS ($000)(3) | LONG-TERM INCENTIVES(4) | DEU ACCRUAL ($000) | TOTAL ($000) | |||||||||||||||||||||||
| SEVERANCE ($000)(2) |
| WELFARE BENEFITS ($000)(3) |
| STOCK OPTIONS ($000) |
| PSUs ($000) |
| RSUs ($000) |
| DEU ACCRUAL ($000) |
| TOTAL ($000) | STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | ||||||||||||
Devin McGranahan |
| 2,700.0 |
| — |
| 301.0 |
| — |
| 6,551.4 |
| — |
| 9,552.4 | 3,686.0 | 31.0 | — | — | 2,528.4 | 172.6 | 6,418.0 | |||||||
Raj Agrawal |
| 3,107.0 |
| 25.2 |
| — |
| 3,010.8 |
| 1,847.6 |
| 508.5 |
| 8,499.1 | ||||||||||||||
Michelle Swanback |
| 2,953.5 |
| 25.2 |
| — |
| 2,417.0 |
| 1,860.0 |
| 290.3 |
| 7,546.0 | ||||||||||||||
Matt Cagwin | 375.2 | 3.3 | — | — | — | — | 378.5 | |||||||||||||||||||||
Gabriella Fitzgerald |
| 1,626.9 |
| 25.2 |
| — |
| — |
| 1,644.2 |
| 43.3 |
| 3,339.6 | 1,764.5 | 11.0 | — | — | 125.8 | 12.9 | 1,914.2 | |||||||
Jean Claude Farah |
| 2,529.0 |
| — |
| — |
| 1,461.3 |
| 870.9 |
| 231.3 |
| 5,092.5 | 1,839.0 | — | — | 466.7 | 321.9 | 109.7 | 2,737.3 | |||||||
Benjamin Adams | 1,089.9 | 30.8 | — | — | — | — | 1,120.7 |
INVOLUNTARY TERMINATION OTHER THAN FOR DEATH, DISABILITY, OR CAUSE | ||||||||||||||
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| LONG-TERM INCENTIVES(4) |
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NAME |
| SEVERANCE ($000)(2) |
| WELFARE BENEFITS ($000)(3) |
| STOCK OPTIONS ($000) |
| PSUs ($000) |
| RSUs ($000) |
| DEU ACCRUAL ($000) |
| TOTAL ($000) |
Devin McGranahan |
| 2,700.0 |
| — |
| 301.0 |
| — |
| 6,551.4 |
| — |
| 9,552.4 |
Raj Agrawal |
| 2,457.0 |
| 25.2 |
| — |
| 1,494.3 |
| 1,174.9 |
| 258.6 |
| 5,410.0 |
Michelle Swanback |
| 2,432.7 |
| 25.2 |
| — |
| 688.2 |
| 1,105.6 |
| 162.0 |
| 4,413.7 |
Gabriella Fitzgerald |
| 1,626.9 |
| 25.2 |
| — |
| — |
| — |
| — |
| 1,652.1 |
Jean Claude Farah |
| 2,004.0 |
| — |
| — |
| 468.7 |
| 433.6 |
| 101.8 |
| 3,008.1 |
DEATH OR DISABILITY | ||||||||||||||
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| LONG-TERM INCENTIVES(4) |
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NAME |
| SEVERANCE ($000) |
| WELFARE BENEFITS ($000) |
| STOCK OPTIONS ($000) |
| PSUs ($000) |
| RSUs ($000) |
| DEU ACCRUAL ($000) |
| TOTAL ($000) |
Devin McGranahan |
| — |
| — |
| 301.0 |
| — |
| 6,551.4 |
| — |
| 6,852.4 |
Raj Agrawal |
| — |
| — |
| — |
| 3,010.8 |
| 1,847.6 |
| 508.5 |
| 5,366.9 |
Michelle Swanback |
| — |
| — |
| — |
| 2,417.0 |
| 1,860.0 |
| 290.3 |
| 4,567.3 |
Gabriella Fitzgerald |
| — |
| — |
| — |
| — |
| 1,644.2 |
| 43.3 |
| 1,687.5 |
Jean Claude Farah |
| — |
| — |
| — |
| 1,461.3 |
| 870.9 |
| 231.3 |
| 2,563.5 |
64 | The Western Union Company
DEATH OR DISABILITY | ||||||||||||||
NAME | SEVERANCE ($000) | WELFARE BENEFITS ($000) | LONG-TERM INCENTIVES(4) | DEU ACCRUAL ($000) | TOTAL ($000) | |||||||||
STOCK OPTIONS ($000) | PSUs ($000) | RSUs ($000) | ||||||||||||
Devin McGranahan | — | — | — | 3,549.7 | 3,711.7 | 495.7 | 7,757.1 | |||||||
Matt Cagwin | — | — | — | 210.3 | 841.2 | 35.9 | 1,087.4 | |||||||
Gabriella Fitzgerald | — | — | — | 810.9 | 1,386.7 | 178.9 | 2,376.5 | |||||||
Jean Claude Farah | — | — | — | 1,340.3 | 855.9 | 246.5 | 2,442.7 | |||||||
Benjamin Adams | — | — | — | — | 1,155.2 | 59.1 | 1,214.3 |
EXECUTIVE COMPENSATION Footnotes:
RETIREMENT(5) | ||||||||||||||
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| LONG-TERM INCENTIVES(4) |
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NAME |
| SEVERANCE ($000) |
| WELFARE BENEFITS ($000) |
| STOCK OPTIONS ($000) |
| PSUs ($000) |
| RSUs ($000) |
| DEU ACCRUAL ($000) |
| TOTAL ($000) |
Raj Agrawal |
| — |
| — |
| — |
| 1,494.3 |
| 1,174.9 |
| 258.6 |
| 2,927.8 |
Footnotes:
| (1) | Under the Executive Severance Policy, following a change-in-control, an eligible executive will become entitled to severance benefits if he or she is involuntarily terminated by the Company other than on account of death or disability or for cause, or he or she terminates employment voluntarily for good reason within 24 months after the date of the change-in-control. Under the Severance Policy for Tier I Employees, Mr. Cagwin is not entitled to enhanced severance in the event of a change-in-control, and consequently the cash severance and welfare benefit amounts reflected here represent the severance benefits to which he would be entitled under that policy in the event of a qualifying termination. |
| (2) | In accordance with the Executive Severance Policy, amounts in this column represent severance payments equal to (i) the lesser of the NEO’s (x) |
| (3) | Amounts in this column represent a lump sum cash payment equal to the product of (i) the difference in cost between the NEO’s actual health premiums and COBRA health premiums (if applicable) as of December 31, |
62| The Western Union Company
EXECUTIVE COMPENSATION
| (4) | Amounts in these columns reflect the long-term incentive awards to be received upon a termination or a change-in-control calculated in accordance with the Executive Severance Policy and the Long-Term Incentive Plan. In the case of stock grants, the equity value represents the value of the shares determined by multiplying the closing stock price of |
EVENT | STOCK OPTIONS** | RSUs** |
| |||
Change-in-control and qualifying termination within subsequent 24-month period | Accelerate | Accelerate Accrued dividend equivalents would be distributed on accelerated RSUs. | Accelerated vesting and award is payable to the extent earned based on actual performance results Accrued dividend equivalents would be distributed on accelerated | |||
Change-in-control (without termination of employment) | Vesting continues under normal terms | Vesting continues under normal terms | Vesting continues under normal terms | |||
Involuntary termination without cause (outside the 24-month period following a change-in-control)* *If the NEO would satisfy the age and service requirements for retirement, then the NEO would receive retirement vesting under this termination scenario. | Prorated vesting by grant based on period served during vesting period | Prorated vesting by grant based on period served during vesting period; if termination occurs prior to the one-year anniversary of the grant date, the awards are forfeited Accrued dividend equivalents would be distributed on accelerated RSUs. | Prorated vesting by grant based on actual performance results and period served during vesting period; if termination occurs prior to the one-year anniversary of the grant date, the awards are forfeited Accrued dividend equivalents would be distributed on accelerated |
2022 Proxy Statement | 65
EXECUTIVE COMPENSATION
** | The new hire awards for Mr. McGranahan provide for accelerated vesting in the event of a termination by the Company other than for cause or by Mr. McGranahan for good reason or in the event of a change in control in which the awards are not assumed by the surviving company. |
2023 Proxy Statement |63
**The new hire awards for Mr. McGranahan provide for accelerated vesting in the event of a termination by the Company other than for cause or by Mr. McGranahan for good reason or in the event of a change in control in which the awards are not assumed by the surviving company.
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RISK MANAGEMENT AND COMPENSATION
Appropriately incentivizing behaviors which foster the best interests of the Company and its stockholders is an essential part of the compensation-setting process. The Company believes that risk-taking is necessary for continued innovation and growth, but that risks should be encouraged within parameters that are appropriate for the long-term health and sustainability of the business. As part of its compensation setting process, the Company evaluates the merits of its compensation programs through a comprehensive review of its compensation policies and programs to determine whether they encourage unnecessary or inappropriate risk-taking by the Company’s executives and employees below the executive level. Based on this review, the Company has concluded that the risks arising from its compensation programs are not reasonably likely to have a material adverse effect on the Company.