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Western Union CO WU

Comparing the 2025 proxy against the 2026 proxy.

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CEO total Δ

-$2,575

-19.4% year-over-year

Peer churn

+2 −3

Members added or dropped across all peer groups

Policy + metric churn

Disclosures whose value moved or appeared/disappeared

Peer groups

Peer disclosure

2025 Peer Group
— · 14 → 13 members
11 kept · +2 · −3
Added
NCR Atleos Corp (NATL) · Rocket Companies, Inc. (RKT)
Removed
CME GROUP INC. (CME) · Intercontinental Exchange, Inc. (ICE) · NASDAQ, INC. (NDAQ)

Executive pay

Named executive compensation

Executive	Status	From	To	Δ Total	Δ %	Δ At-risk
Devin McGranahanPresident and Executive Officer	ChangedCEO	$13,273 2024	$10,698 2025	-$2,575	-19.4%	-1.1 pp
Giovanni AngeliniPresident, Europe, Middle East and Africa	Changed	$2,189 2024	$1,828 2025	-$361	-16.5%	-11.3 pp
Benjamin AdamsExecutive Vice President, Chief Legal Officer	Changed	$1,985 2024	$1,769 2025	-$216	-10.9%	-1.1 pp
Matt CagwinExecutive Vice President, Chief Financial Officer	Changed	$3,329 2024	$3,349 2025	+$21	+0.6%	-0.6 pp
Andrew WalkerExecutive Vice President, Chief Operations Officer	Removed	$2,070 2024	—	—	—	—
Benjamin HawksworthExecutive Vice President, Chief Financial Officer	Added	—	$2,161 2025	—	—	—

Governance

Policy guardrails

compensation committee
Changed
Compensation Committee → Compensation and Benefits Committee
“Compensation and Benefits Committee”
hedging
Removed
prohibited → Not extracted
pledging
Removed
prohibited → Not extracted
change in control
Unchanged
Not extracted → Not extracted
“9.4. CHANGE IN CONTROL”
clawback
Unchanged
present → present
“Clawback Policy, under which the Company may, in its discretion and subject to applicable law, “clawback” incentive compensation (including time-based equity awards) paid to certain officers of the Company if such office…”
compensation consultant
Unchanged
independent → independent
“independent compensation consultant, reviewed the Company’s peer group for 2025 pay decisions”
stock ownership guidelines
Unchanged
present → present
“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 sha…”

Performance markers

Metric facts

ceo pay ratio
Changed
403 to 1 → 293 to 1
Numeric delta: -110.00
“was $36 thousand. •Mr. McGranahan’s annual total compensation, as reported in the Total column of the 2025 Summary Compensation Table, was $10.7 million. •Based on this information, the ratio of the annual total compensa…”
median employee compensation
Changed
$32,899 → Not extracted
“Identification of Median Employee As permitted by SEC rules, we have used the same median employee as last year because we do not believe there has been a change in our employee population or employee compensation progra…”
operating income
Added
Not extracted → $0.03
“periods and unplanned material acquisitions and dispositions. Revenue target was set at (1)% due to impact of Iraq revenues reverting back to normalized levels in Q2 2024. (2)Adjusted Operating Income/EPS Matrix: General…”
revenue
Changed
$1.70 → $1.52
Numeric delta: -0.18
“to maintain our focus on aligning pay with performance and providing the Compensation Committee with effective tools to incentivize, reward, and retain the leadership talent necessary to execute the Company’s strategy. 2…”
say on pay
Removed
91% → Not extracted

Narrative

CD&A prose similarity

Coarse measure of how much the compensation discussion text moved year-over-year. Not a substitute for reading the actual filings.

12% shingled-prose overlap between the two filings.

2025: 117,835 chars · 2026: 200,000 chars

Committee Report:4% overlap (5,999 → 5,340 chars)
Pay Ratio (Item 402(u)):5% overlap (3,309 → 40,630 chars)
Say-on-Pay proposal:8% overlap (24,973 → 25,000 chars)

2025 proxy on SEC ↗2026 proxy on SEC ↗

Narrative

What actually changed in the CD&A

Sentence-level diff between the two filings. New disclosures appear first, then sentences whose wording shifted, then sentences the prior year had that are no longer present.

969 new118 changed387 removed95 unchanged

changedThis Compensation Discussion and Analysis (“CD&A”) describe our 2025 executive compensation program and describeshow the Compensation and Benefits Committee (“Compensation Committee” or “Committee”) determined 2024executivecompensation,theelementsofourexecutivecompensationprogramandthe compensation of each of our NEOs.
newOur Named Executive Officers (NEOs): NAME PRINCIPAL POSITION Devin B.
changedDevinMcGranahan MattCagwinAndrewWalkerBenjaminAdamsGiovanniAngeliniPresident and Chief Executive Officer Matt Cagwin Executive Vice President, Chief Financial Officer Benjamin Hawksworth Executive Vice President, Chief Operating OperationsOfficer Giovanni Angelini President, Europe, Middle East and Africa Benjamin Adams Executive Vice President, Chief Legal Officer President,Europe,Africa,andMEPA
newCompensation Section Roadmap A Message from Compensation and Benefits Committee Chair Shares Committee’s perspective on 2025 performance and its impact on compensation outcomes Page 34 2025 Say-on-Pay Vote and Stockholder Engagement Discussion of the 2025 Say-on-Pay vote, Stockholder engagement, and the Committee’s actions in response Page 36 Business Overview and 2025 Performance Highlights Page 39 How We Determine Executive Compensation Outlines the Company’s compensation philosophy and overall executive compensation framework.
newExplains how the pay programs are designed to align compensation with performance, including the Committee’s rationale behind 2025 NEO compensation decisions Page 41 2026 Compensation Program Design Previews changes to drive our Beyond strategy Page 56 Other Elements of Compensation Describes other elements of the executive compensation program and the Company’s governance policies and practices Page 58 Executive Compensation Tables Page 63
new2026 Proxy Statement 35
changed>> Compensation Discussion And Analysis
new2025 Say-On-Pay Vote And Stockholder Engagement
newRobust Stockholder Outreach in Consideration of 2025 Say-on-Pay Vote
changedManagement and the Compensation Committee Chair regularly engage with reachouttostockholders to better understand their perspectives viewson the Company’s executive compensation program, the Say-on-Pay vote, “sayonpay”voteand our related disclosures. executivecompensationdisclosure.
newFeedback from these engagements directly informs the Compensation Committee’s and the Board’s decision-making processes and plays an important role in shaping our compensation program and disclosure approach.
newThe Board values an open dialogue with our stockholders and believes that regular communication with our stockholders and other stakeholders is a critical part of enabling our long-term success.
newOur annual Say-on-Pay proposal has historically received strong support, with an average approval level of approximately 94% from the inception of Say-on-Pay through the 2024 Annual Meeting.
newAt our 2025 Annual Meeting, we received support from approximately 46% of the total votes cast on our Say-on-Pay proposal, well below our historical and desired support levels.
newIn 2025, stockholder engagement continued to be a priority of the Board, and particularly for the Compensation Committee, as illustrated by the following:
new36 Western Union
newStockholder Input Driving Compensation Design
newWhile we maintain an ongoing stockholder engagement program and have a strong track record of incorporating investor feedback into our deliberations and actions, we used this year’s engagement process as an opportunity to further expand the scope of our outreach.
newOur goal was to ensure we fully understood the factors underlying stockholder voting decisions.
newWhile perspectives varied, we appreciated that most stockholders expressed support for our pay for performance approach, with concerns largely focused on last year’s above target grant to our CEO that was viewed by some stockholders as a one time award.
newWe acknowledge this feedback and remain committed to maintaining disciplined and transparent executive pay practices.
newA consistent theme across our engagements was a desire for greater insight into specific elements of our compensation program, which we outline below.
newInvestor Perspectives and Priorities The Committee’s Response One-Time Awards The CEO’s 2024 compensation included an above target LTI grant of stock options that some stockholders viewed as a “one-time” grant.
new• While the Committee intended this compensation as an above target grant within the framework of the current compensation plan, we recognize and appreciate stockholder feedback that this constituted a one-time grant.
new• No similar compensation was awarded in 2025 or 2026.
newGoing forward, the Committee will avoid any similar compensation barring extraordinary circumstances.
newPay-for-Performance Alignment Executive compensation has not been aligned with shareholder returns.
new• Redesigned CD&A with enhanced disclosures to highlight the strong alignment between stockholder returns and realized compensation.
new• Note that 2025 annual incentive payments were significantly below target.
new• Exercised negative discretion and reduced the CEO’s annual incentive payout by an additional 30% to acknowledge that, while significant progress has been made to advance our transformation initiatives, further efforts are necessary.
newEnhanced Disclosure on Performance Metrics The 2024 incentive plans included a performance target for negative revenue growth.
newSome stockholders expressed a desire to see metrics and targets disclosed and the rationale for them explained in better detail.
new• The negative revenue targets were set to adjust for a temporary spike in revenues caused by 2023 Iraq Central Bank policy changes.
newThe Committee exercised negative discretion in 2023 to prevent management from benefiting from this one-time unanticipated event.
newAbsent this adjustment the target would not have been negative.
new• See enhanced disclosures throughout the CD&A.
new2026 Proxy Statement 37
newInvestor Perspectives and Priorities The Committee’s Response Overlapping Performance Metrics The STIP and LTIP both include revenue as a performance metric raising concerns about “overlapping metrics.” • For 2026, the Company has eliminated the overlapping metrics in the annual and long-term incentive programs.
new• The revenue metric is only included in the annual incentive program, with an increased weighting to align the management team’s focus on this core driver of stockholder value creation.
new(See preview of 2026 performance metrics summary on page 57.).
newOne-Year Performance Periods Use of one-year performance periods in the 3-year Long Term Incentive plan.
new• Resetting goals annually in the LTIP reflects the realities of our business transformation taking place in a volatile environment.
newOver the last several years, the business has experienced one-time macro events that had an outsized impact on results, i.e., the COVID-19 pandemic, the Russian invasion of Ukraine, and Iraq Central Bank policy changes.
new• The design we have implemented avoids locking in targets which may prove too easy or impossible to attain because of macro impacts.
newThis keeps the plan relevant to management for the full three years.
new• The use of a three-year TSR modifier ensures alignment with shareholder returns over the life of the plan.
new38 Western Union
newBusiness Overview and 2025 Performance Highlights
newThe Western Union Company is a global leader in providing fast, reliable, and convenient payment solutions to a diverse customer base which includes people and businesses in over 200 countries and territories.
newWestern Union operates at scale in a dynamic regulatory environment and maintains a strong network of agents and client relationships worldwide.
newIn recent years, the Company has embarked on a comprehensive multi-year transformation journey to reposition itself as a digital first, omni-channel financial services provider, responding proactively to evolving market demands and the needs of a diverse, global customer base.
newThe Right Leadership Executing on a High-Impact Strategic Transformation
newIn 2021, recognizing the need for renewed growth and competitiveness, the Board appointed Devin McGranahan as President and CEO.
newUnder his leadership, Western Union accelerated its transition toward a digital-first model, leveraging the Company’s robust retail presence to drive digital adoption and expand its services.
newThe management team, in partnership with the Board, implemented decisive strategic initiatives — redeploying costs to modernize products and platforms, strengthening talent, and expanding into additional products and services, all while maintaining industry leading margins.
newThese actions resulted in more than $150 million in cost redeployments in support of the Company’s digital-first strategy, achieving these milestones two years ahead of schedule.
newThese accomplishments have strengthened the Company’s foundation for future growth.
newRecruiting and motivating skilled, mission-driven individuals with diverse backgrounds is crucial, especially during times of change when business performance may fluctuate.
newRetaining key leaders and teams ensures stability, preserves institutional knowledge, and supports long-term value for our customers, employees, communities, and stockholders.
newFinancial and Operational Highlights
newThe impact of our transformation is evident in Western Union’s recent performance, with key achievements reflecting a disciplined approach to capital allocation and a steadfast commitment to delivering value to stockholders.
newOver the past three years, the Company has:
newDespite recent headwinds from macroeconomic conditions and declines in remittance activity, Western Union accomplished many of the strategic priorities laid out in our Evolve 2025 Strategy.
newThe executive team drove a 400-basis-point improvement in the revenue growth rate since 2022, fueled by growth in the branded digital business and a 25% increase in branded digital customers.
newConsumer Services revenue grew by 80%, supported by product expansion and platform enhancements.
newWhile the Company did not meet its overall revenue target for 2025, it achieved its adjusted Earnings Per Share (EPS) goal, maintained industry-leading margins, completed five strategic acquisitions, and demonstrated strong operational discipline.
newAligning Executive Leadership with Long Term Shareholder Value
newLooking ahead, Western Union is focused on driving long term growth and value creation through disciplined execution of the Beyond strategy — including accelerating digital innovation, expanding market presence, and advancing financial inclusion.
newThe 2025 and 2026 executive compensation programs are structured to maintain our focus on aligning pay with performance and providing the Compensation Committee with effective tools to incentivize, reward, and retain the leadership talent necessary to execute the Company’s strategy.
new2026 Proxy Statement 39
new2025 Financial Highlights $4.1B in GAAP Revenue $4B in Adjusted Revenue(1) $1.52 in GAAP EPS $1.75 in Adjusted EPS $530M Returned to Stockholders $543.7M in Free Cash Flow(1) 100%+ in Adjusted Cash Flow Conversion(1) 2025 Strategic Highlights Consumer Services GAAP Revenue Growth 32% Consumer Services Adjusted Revenue Up 29%(1) GAAP Operating Margin 19% Adjusted Operating Margin 20%(1) New Digital Customer Growth 20% Branded Digital Revenue Up 7%(1) with Transactions Up 12% Consumer Money Transfer (CMT) Transaction Growth (1)% – CMT Retention (17)% – For more information, see Western Union’s Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) on February 20, 2026.
changed(1)Please Pleasesee our 2025 2024Annual Report on Form 10-K for more information regarding our performance.
changedSee (1)SeeAnnex B of this Proxy Statement Afor a reconciliation of measures that are not based on accounting principles generally accepted in the United States (“GAAP”) to the comparable GAAP measure.
new40 Western Union
newHow We Determine Executive Compensation
newA critical component supporting the Company’s transformation is Western Union’s executive compensation philosophy, which is grounded in a pay for performance approach and directly ties leadership incentives to the achievement of strategic and financial objectives.
newThe Compensation Committee’s philosophy supports:
new•Pay for Performance: A significant portion of executive compensation is at risk and contingent on achieving rigorous financial and strategic goals, with rewards earned for advancing the transformation strategy.
new•Transformation Strategy: Performance metrics and incentives are directly tied to the strategic pillars of operational excellence, digital innovation, and market expansion, motivating executives to drive progress and deliver tangible results.
new•Stockholder Interest Alignment: Long term incentives are structured to promote sustained value creation for stockholders, with vesting and payout levels based on both absolute and relative performance measures.

Removed from 2025

EXECUTIVE SUMMARY
BUSINESS OVERVIEW
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.
Managing these complexities is at the center of Western Union’s success, and our leadership must be capable of supporting our Company’s goals amid this complexity.
The Company’s key strategic pillars for 2024 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 pillars.
Field: Sequence; Type: Arabic; Name: PageNo 32 Field: /Sequence | The Western Union Company
EXECUTIVE COMPENSATION FRAMEWORK
The Company’s executive compensation framework is designed to reinforce our executive compensation philosophy and objectives and includes the following:
WHAT WE DO ✔ Pay-for-performance and at-risk compensation.
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.
✔ Align compensation with stockholder interests.
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.
✔ Emphasis on future pay opportunity vs. current pay.
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 2024, the annual long-term equity awards comprised approximately 77% of the targeted annual compensation for our CEO and, on average, approximately 57% of the targeted annual compensation for our other NEOs.
✔ Mix of performance metrics.
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 payout modifier, which measures Company’s relative TSR versus an S&P Index.
✔ Stockholder engagement.
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.
✔ “Clawback” policies.
Pursuant to the Company’s Dodd-Frank Policy, the Company is required to recoup certain incentive compensation from covered officers in the event of a financial restatement.
In addition, the Company maintains a separate Misconduct Policy which provides that the Company may, in its sole discretion, recoup certain incentive compensation, including time-based equity awards, from covered officers in the event the covered officer engages in compliance misconduct or detrimental conduct.
✔ Robust stock ownership guidelines.
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 NEOs).
✔ Include leadership, compliance and ESG metrics in our compensation program.
✔ Multi-year vesting and/or performance periods for long-term incentive awards.
✔ Independent compensation consultant retained by the Compensation Committee.
✔ “Double trigger” severance benefits in the event of a change-in-control.
✔ Maximum payout caps for annual cash incentive compensation and PSUs.
2025 Proxy Statement | Field: Sequence; Type: Arabic; Name: PageNo 33 Field: /Sequence
WHAT WE DON’T DO ✘ No repricing or buyout of underwater stock options without stockholder approval.
✘ No change-in-control tax gross-ups.
✘ Prohibition against pledging and hedging of Company securities by senior executives and directors.
✘ No dividends or dividend equivalents paid on unvested or unearned PSUs or RSUs.
✘ No service-based defined benefit pension plan.
2024 SAY ON PAY VOTE
The Company received approximately 91% support for its “say on pay” vote at the Company’s 2024 Annual Meeting of Stockholders, consistent with the average support level of 91% for the Company’s “say on pay” votes over the last five years.
After considering the 2024 “say on pay” results, the
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 2024 “say on pay” vote.
STOCKHOLDER ENGAGEMENT
In 2024, the Company reached out to stockholders who held approximately 68% of the Company’s outstanding common
stock to discuss the Company’s executive compensation program.
Over the past few years, the Compensation 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.
Field: Sequence; Type: Arabic; Name: PageNo 34 Field: /Sequence | The Western Union Company
ESTABLISHING AND EVALUATING EXECUTIVE COMPENSATION
INTRODUCTION
For 2024, the NEOs were:
2025 Proxy Statement | Field: Sequence; Type: Arabic; Name: PageNo 35 Field: /Sequence
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:
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 Principles • 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
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;
• 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.
Field: Sequence; Type: Arabic; Name: PageNo 36 Field: /Sequence | The Western Union Company
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.
COMPENSATION CONSULTANTS
SETTING 2024 COMPENSATION
In late 2023 and early 2024, 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).
Consistent with the 2023 executive compensation program, the Company’s 2024 executive compensation program continued to be significantly weighted towards performance-based compensation and included a diversified mix of long-term incentive awards.
For 2024, the Compensation Committee made certain changes to the performance goals used in the executive compensation program as compared
to the prior year in order to further align the incentive plans with the Company’s long-term business strategy and key growth enablers, drive greater accountability for business unit or functional outcomes and properly reward participants for Company, team and individual results.
With respect to the 2024 Annual Incentive Plan, the metrics (adjusted revenue and adjusted EPS) and weightings for the financial portion of the 2024 Annual Incentive Plan remained unchanged from 2023.
The strategic component of the 2024 Annual Incentive Plan used goals relating to consumer money transfer (“CMT”) customer retention, new digital customer growth and total CMT transaction growth in order to align the plan with the Company’s long-term business strategy.
The business unit and compliance portion of the 2024 Annual Incentive Plan included goals relating to regional adjusted revenue and contribution profit targets (or, for non-regional specific dedicated individuals, goals relating to direct operating expenses and average achievement of regional targets), as well as compliance/enterprise risk goals.
Finally, the 2024 Annual Incentive Plan retained the +/-25% individual performance modifier for participants other than the CEO with the modifier determined based on a qualitative assessment with respect to leadership and performance in
2025 Proxy Statement | Field: Sequence; Type: Arabic; Name: PageNo 37 Field: /Sequence
areas such as customer focus, ESG, employee engagement, talent management as well as a performance against individual objectives and key performance indicators.
With respect to the 2024 Long-Term Incentive Program design, the Compensation Committee approved the inclusion of a new “equity choice election” feature, which allows the Company’s Executive Vice Presidents to elect to receive their annual long-term incentive awards either in the form of (1) 50% PSUs, 30% RSUs, and 20% stock options, or (2) 60% PSUs and 40% RSUs.
Both choice elections result in strong performance-based compensation; PSUs are aligned to company financial performance over a 3-year period and stock options have a long-term performance horizon aligned with shareholder outcomes.
The equity choice election program also provides participants greater flexibility to align their compensation with their personal financial goals, resulting in an advantage for the Company in the competitive market for talent.

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

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