ACI WORLDWIDE, INC. ACIW

55% shingled-prose overlap between the two filings.

2025: 62,701 chars · 2026: 68,886 chars

• Committee Report:68% overlap (419 → 445 chars)
• Pay Ratio (Item 402(u)):50% overlap (2,982 → 2,977 chars)
• Say-on-Pay proposal:92% overlap (3,271 → 3,218 chars)

• changedThis Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2025 2024and provides an overview of our executive compensation philosophy, core principles and objectives.
• changedOur Named Executive Officers for fiscal 2025 2024were:
• changedWarsop, III,our Chief Executive Officer (“CEO”)
• changed• Robert Leibrock, Behrens,our Chief Financial Officer (our “CFO”)
• new• Ronald Shultz, our General Manager, ACI Speedpay (our “GM ACI Speedpay”)
• new• Erich Litch, our General Manager, Payment Software (our “GM Payment Software”)
• changed• Abraham Kuruvilla, our former Chief Technology Officer (our “Former CTO”)(1) “CTO”)
• new• Scott Behrens, our former Chief Financial Officer (our “Former CFO”)(2)
• changed• Alessandro Silva, our former Chief Revenue Officer (“our Former CRO)(3) (our“CRO”)
• new(1) As announced on January 13, 2026, Mr. Kuruvilla’s employment ceased on January 15, 2026.
• new(2) On May 8, 2025, we announced Mr. Behrens’ retirement.
• newHe stopped serving as our CFO and as one of our officers effective July 1, 2025.
• newMr. Behrens continued as an employee of the Company through December 31, 2025.
• new(3) On September 30, 2025, Mr. Silva left the Company as a result of his position being eliminated.
• changedOur overall program structure and 2025 2024compensation decisions are designed to meet our pay for demonstrable performance objectives and align with stockholders’ long-term interests.
• changed* Note that Adjusted EBITDA reported above is based on our actual foreign exchange rates while the Adjusted EBITDA discussed below with respect to our annual cash incentive plan is based on our 2025 2024budgeted foreign exchange rate.
• newIn 2025, the Company achieved strong performance and growth over the prior year on key performance metrics – Revenue Net of Interchange growth, and Adjusted EBITDA.
• newThe Compensation Committee believes that sustained operational performance as demonstrated by strong annual growth on these performance metrics will translate over time into strong TSR performance.
• newThe Committee also believes that measuring TSR over a single year period may not clearly reflect our operational performance due to the significant effects of broader market factors over shorter time periods.
• newA substantial portion of executive compensation ensures alignment with shareholders through multi-year equity incentives.
• newIn addition, we directly measure our relative TSR performance in our long-term incentives as a modifier to our PSUs, so our stock price performance is specifically part of our executive compensation program, but in a different vehicle and over a three-year period to emphasize sustained performance.
• newTogether, these factors ensure that incentive outcomes are consistent with the Company’s pay-for-performance design and long-term value creation focus.
• changedAdjusted EBITDA EBITDA,and Revenue Net of Interchange are non-GAAP financial measures.
• changedFor purposes of calculations under our 2025 2024short-term incentive program awards and our 2025 2024PSU awards, we further adjusted Adjusted EBITDA and Revenue Net of Interchange to be based on our 2025 2024budgeted foreign exchange rate rather than our actual foreign exchange rates.
• changedSee Appendix A for full reconciliation for Adjusted EBITDA, Net Adjusted EBITDA Margin and Revenue Net of Interchange, including as used for calculations under our 2025 2024short-term incentive program awards and our 2025 2024PSU awards.
• changed2026 2025PROXY STATEMENT 35
• new2025 Compensation Highlights
• changedThe pay mix of the target total direct compensation for our CEO and our other Named Executive Officers for 2025 2024reflects this pay-for-performance culture by ensuring that a significant amount of compensation is subject to performance or otherwise at risk.
• newDuring 2025, we eliminated the CRO role and expanded the responsibilities of our GM ACI Speedpay and GM Payment Software to include responsibilities for driving continued long-term growth and aligning our commercial and operations strategy within each respective business segment.
• newAs a result, compensation changed for both the GM ACI Speedpay and GM Payment Software as described herein.
• changedFor 2025, 2024,we continued toevolvethedesignofourPSUawards,whichpreviouslywerebasedontop-lineRevenueNetofInterchangeGrowthandbottom-lineNetAdjustedEBITDAMarginperformance,to focus on Gross Revenue Growth as our PSU metric, which we consider to be an important measure of our financial success that is largely within management’s direct control.
• newThis also provides a balanced approach to our incentive compensation as this is a different metric than is used for our STIP.
• newThe PSUs are based on our business performance over three years with three annual achievement targets for our Gross Revenue Growth that were established at the beginning of the three-year period and which are averaged and paid out at the end of the three years, subject to modification based on our relative total shareholder return, which may increase or decrease the long-term incentive payouts by up to 20%.
• changedIn addition, we use incorporatedan Adjusted EBITDA gate, which must be met or exceeded for the PSUs to pay out.
• changedCEO Short-Term Incentive Plan (“STIP”) AwardTarget AwardTargetAward of $750,000 Payout of $1,018,875 $1,162,725Corporate Performance: Base Salary × STIPTarget % = STIPTarget × FinancialPerformancePayout % × IndividualPerformanceMultiplier = FinalPayout $750,000 × 100% = $750,000 × 135.85% 155.03%× 1.00 = $1,018,875 $1,162,725
• changed2025 2024Long-Term Incentive Awards
• changedComponent Proportion How 2025 2024awards work Vesting PSUs Based on ACI’s Gross Revenue Growth rate over 3 years with three annual achievement targets established at grant.
• changedTo achieve the performance gate for any performance year, the Company’s Adjusted EBITDA for the performance year must be greater than or equal to the Company’s 2024 2023Adjusted EBITDA of $462.5 $396.3million.
• changedThree-year cliff vesting RSUs The ultimate value of an RSU is based on our stock price at the time of vesting, providing strong alignment with stockholders’ interests. interestsAnnuallyover3yearsfortheCEOandquarterlyoverathree-yearperiodforotherNEOs
• newAnnually over three years for the CEO and quarterly over a three-year period for other NEOs
• new2023 PSU Payout
• changedPerformance period period:Performance measure: Outcome May 11, 2023 Outcome:March1,2022– February 28, 2026 2025ACI’s total shareholder return relative to the S&P 400 MidCap Index over the three-year performance period.
• changed2023 2022award performance period ended in fiscal 2026 2025and therefore performance will be discussed in next year’s proxy statement.
• new2025 Say-on-Pay Vote
• changedAt our 2025 2024annual meeting, our stockholders approved our named executive officer compensation, with approximately 95.2% 91.9%of the votes cast in favor of our proposal.
• changedStockholders Shareholdershave consistently given our executive compensation program approval in excess of 90% for each of the last six 5years.
• newThe Compensation Committee considered the 2025 vote outcome and
• changed2026 2025PROXY STATEMENT 37
• changedTheCompensationCommitteeconsideredthe2024voteoutcomeanddetermined that, based on the continued high level of approval, no changes were needed to the executive compensation program specifically to address stockholder shareholderconcerns.
• changedIn 2025, 2024,to continue our ongoing engagement with our stockholders, we reached out to stockholders representing over 60% of our outstanding shares.
• changedBased on the feedback from our 2025 2024outreach, we do not believe that stockholders had significant concerns with the current executive compensation program.
• changed• Provide compensation and benefit levels that will attract, retain, motivate, and reward a highly talented management team within the context of responsible cost management; management.
• changed• Performance-Based Equity Awards In 2025, 2024,our CEO received a PSU grant comprising 65% of his annual equity award; other Named Executive Officers received a PSU grant comprising 50% of their annual equity award.
• changedWhat We Do • “Double-Trigger” Change in Control Arrangements Our change in control compensation arrangements include a “double trigger” provision that requires both a change in control of the Company and a qualifying termination of employment before any severance or other benefits are paid.
• changedWhatwedo• Annual Compensation Review The Compensation Committee conducts an annual review of our compensation strategy and the specific compensation arrangements in place for each of our executive officers.
• changed• Balanced Incentive Compensation We have a balance of time horizons and performance metrics for our incentive awards, including an annual cash incentive compensation plan, multi-year performance periods for our long-term incentive program PSUs, and a three-year vesting period for our RSU restrictedshareunit(“RSU”)awards.
• changedWhatwedon’tdo• No Special Retirement Plans We do not currently offer pension arrangements or retirement plans to our Named Executive Officers other than the section 401(k) retirement plan that is available to all U.S. employees, although we do provide our executives with the ability to defer a portion of their compensation to be paid at the end of their service with us.
• changedIn addition, they are also eligible for an annual executive health check-up and financial planning andpaid for by the Company.
• changed2026 2025PROXY STATEMENT 39
• changedWhat We Do • No Dividends or Dividend Equivalents Payable on Unvested Equity Awards We do not pay dividends or dividend equivalents on unvested equity awards.
• changed• Limited Contractual Vesting Acceleration We have no contractual acceleration of vesting for any outstanding equity awards, equity,except for these limited, common exceptions: death or long-term disability or retirement (or, in some cases, termination without cause or for good reason) of the recipient, or pursuant to “double trigger” change in control benefits.
• changedOur executive compensation consists of three principal elements: base salary, an annual cash incentive compensation opportunity under the ACISTIP, and long-term compensation opportunities under the LTIP in the form of service-based RSUs and PSUs.
• changedAlthough this Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers, our 2025 2024executive compensation program and our compensation-setting process (described below) were substantially the same for all our executives who report to our CEO.
• changedAnnual Cash Incentive Annual cash incentive awards based on performance against predetermined goals for Revenue Net of Interchange Growth (60%) and Adjusted EBITDA (40%) with a critical incidents modifier that could decrease STIP funding by up to 10% based on reporting of incidents and with a potential modifier of +/- 10% based on individual performance.
• changed2026 2025PROXY STATEMENT 41
• new2025 Executive Compensation
• newThe Compensation Committee reviewed the base salaries of our CEO, Former CTO, Former CFO, and Former CRO in December 2024 and February 2025 and determined not to change those base salaries.
• newThe base salaries of our GM ACI Speedpay and GM Payment Software were increased to recognize the increased responsibilities associated with their roles.
• changedThe base salaries of our Named Executive Officers for 2024 2022and 2025 2023(after the effectiveness of the adjustments described above) were as follows:
• changedNamed Executive Officer 2024 2023Base Salary Rate 2025 Salaryrate2024Base Salary Rate SalaryratePercentage Increase Thomas W.
• newWarsop III $750,000 $750,000 0% Robert Leibrock(1) N/A $530,000 N/A Abraham Kuruvilla(2) $470,000 $470,000 0% Ronald Shultz $380,000 $440,000 15.8% Erich Litch(3) $370,000 $440,000 18.9% Scott Behrens(4) $515,000 $515,000 0% Alessandro Silva(5) $460,000 $460,000 0%
• new(1) Mr. Leibrock was appointed as Chief Financial Officer on July 1, 2025.
• changedThe 2025 2023amount in this table reflects his annual base salary rate.
• changedThe salary reported for20223in the 2025 2024Summary Compensation Table reflects base salary compensationearned during fiscal 2025 2023for service from the time he was hired.
• new(2) Mr. Kuruvilla’s 2025 base salary was in effect until his departure on January 15, 2026.
• new(3) Mr. Litch was appointed to his new GM role on April 7, 2025.
• newHis 2025 base salary rate reflects an increase to $440,000 based on his new GM responsibilities.
• newThe 2025 amount in this table reflects his annual base salary rate.
• newThe salary reported in the 2025 Summary Compensation Table reflects base salary earned during fiscal 2025 for service before and after the transition.
• new(4) Mr. Behrens’ 2025 base salary was in effect until his departure on December 31, 2025.

More changes truncated for legibility. Open the filings on SEC for full prose.