ACI WORLDWIDE INC (ACIW)
Sector: Information Technology
2026 Annual Meeting Analysis
ACI WORLDWIDE INC · Meeting: June 2, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
11-year independent board chair with strong technology and global business experience; ACIW's 3-year price return of 73.5% is strongly positive and the company does not underperform the ^SML benchmark by the 65pp threshold required to trigger a No vote at that return level; holds 1 other public board seat, well within limits.
Joined the board in 2024 (approximately 2 years ago), placing him at the edge of the 24-month new-director exemption; brings deep payments and fintech executive experience from PayPal and GoFundMe; no overboarding concerns; TSR trigger does not apply given tenure.
Joined the board in 2026, well within the 24-month new-director exemption from the TSR trigger; brings 20+ years of M&A and corporate governance legal expertise from Skadden; holds 1 other public board seat, within limits.
Joined the board in 2025, within the 24-month new-director exemption from the TSR trigger; brings extensive SaaS and technology CFO experience including a major M&A transaction at Coupa; holds 1 other public board seat, within limits.
5-year director with strong financial services and payments industry background from Bank of America and GE Equity; ACIW's 3-year return of 73.5% is strongly positive and does not trigger the TSR threshold; no overboarding concerns.
Rejoined the board in 2025 (prior service October 2022 to June 2023 excluded per proxy disclosure); effectively a new director within the 24-month exemption window; brings extensive global technology CEO experience; no overboarding concerns.
Joined the board in 2024, within the 24-month new-director exemption from the TSR trigger; brings audit and enterprise software expertise including a CPA background and designated audit committee financial expert status; holds 1 other public board seat, within limits.
CEO and executive director since 2015 with deep payments and financial technology leadership experience; ACIW's 3-year price return of 73.5% is strongly positive and does not trigger the TSR No-vote threshold versus the ^SML benchmark even when applied to a long-tenured executive director; no overboarding concerns.
5-year director and audit committee chair with extensive payments industry CEO and CFO experience; ACIW's 3-year return of 73.5% is strongly positive and does not trigger the TSR threshold; no overboarding concerns; designated audit committee financial expert.
All nine director nominees receive a FOR vote. ACIW's 3-year price return of 73.5% is strongly positive, and the company does not underperform the ^SML (S&P SmallCap 600) benchmark by the 65-percentage-point threshold required to trigger a No vote at that return level. Three directors (deBeers, Ford, and Lamouche/rejoined) joined in 2025 or 2026 and are exempt from the TSR trigger under the 24-month new-director rule. Benitez and McCallum joined in 2024 and are at or near the exemption window boundary, but the strong TSR record means the trigger does not fire regardless. No director is overboarded, no independence concerns were identified, and the proxy discloses a board skills matrix with attendance above the 75% threshold for all directors.
Say on Pay
✓ FORCEO
Thomas W. Warsop III
Total Comp
$14,999,961
Prior Support
95.2%%
The prior year Say on Pay vote received 95.2% support, well above the 70% threshold that would require visible changes. The CEO's total reported compensation of approximately $15 million is substantial but structured with a strong performance orientation: 65% of his equity award consists of performance stock awards tied to Gross Revenue Growth over three years with a relative total shareholder return modifier versus the ^SML (S&P SmallCap 600), and his short-term bonus paid out at 135.85% of target based on verified financial results above plan. The pay mix is heavily variable — base salary of $750,000 represents only about 5% of total compensation — and the company has a meaningful clawback policy and robust stock ownership guidelines, satisfying the policy's pay mix and governance quality requirements.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,923,597
Non-Audit Fees
$890,202
Non-audit fees (audit-related fees of $50,000 plus tax fees of $840,202 totaling $890,202) represent approximately 22.7% of core audit fees of $3,923,597, well below the 50% threshold that would trigger a No vote. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy. Deloitte is a Big 4 firm fully appropriate for a $4.7 billion market cap company. No material financial restatements were identified.
Overall Assessment
The 2026 ACIW annual meeting presents a clean ballot with no significant governance red flags: all nine director nominees receive a FOR vote supported by ACIW's strongly positive 3-year total shareholder return of 73.5% versus the ^SML benchmark, Deloitte's non-audit fee ratio of 22.7% is comfortably below the independence threshold, and the Say on Pay program earned 95.2% shareholder support in 2025 with a heavily performance-weighted pay structure for the CEO. No stockholder proposals appear on the ballot.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing