SEC Form DEF 14A filed by ACI Worldwide Inc.

2024 Annual Meeting of Stockholders Date: Time: Place: June 3, 2025 10:00 AM ET Via live audio-only webcast at www.proxydocs.com/ACIW

Notice of 2025 Annual Meeting of Stockholders

2025 Annual General Meeting of Stockholders Details

We have adopted a virtual format for our 2025 Annual Meeting. In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/ACIW. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY

MATERIALS FOR THE STOCKHOLDER MEETING

TO BE HELD ON JUNE 3, 2025

Our Proxy Statement and Annual Report are also available online at

www.proxydocs.com/ACIW

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Proxy Statement Table of Contents

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Proxy Statement for the Annual Meeting of Stockholders to be held on June 3, 2025

About ACI

ACI Worldwide, an original innovator in global payments technology, delivers transformative software solutions that power intelligent payments orchestration in real time so banks, billers, and merchants can drive growth, while continuously modernizing their payment infrastructures, simply and securely. With 50 years of trusted payments expertise, we combine our global footprint with a local presence to offer enhanced payment experiences to stay ahead of constantly changing payment challenges and opportunities.

In this Proxy Statement, the terms “ACI,” the “Company,” “we,” and “our” refer to ACI Worldwide, Inc.

This Proxy Statement contains a report issued by the Audit Committee relating to certain of its activities during 2024 and a report issued by the Compensation and Leadership Development Committee relating to executive compensation during 2024. Stockholders should be aware that under Securities and Exchange Commission rules, these committee reports are not considered “filed” with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and are not incorporated by reference in any past or future filing by ACI Worldwide, Inc. under the Securities Exchange Act of 1934 or the Securities Act of 1933, unless specifically referenced. Additionally, the information contained on aciworldwide.com is not incorporated by reference into this Proxy Statement.

These materials were first made available to stockholders on April 21, 2025.

Date, Time and Place of Meeting

This Proxy Statement is being furnished in connection with the solicitation by and on behalf of the Board of proxies to be used at our 2025 Annual Meeting of Stockholders, and any postponement or adjournment thereof. A copy of our annual report on Form 10-K for the fiscal year ended December 31, 2024 (the “Annual Report”), accompanies this Proxy Statement.

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Questions and Answers about this Proxy Material and Voting

Why am I receiving these materials?

We are making these proxy materials available because the Board of Directors (the “Board of Directors” or the “Board”) of ACI is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). You are invited to attend the Annual Meeting via audio only webcast to vote on the proposals described in this Proxy Statement so long as you register to attend the Annual Meeting at www.proxydocs.com/ACIW. You will be asked to provide the control number located inside the shaded box on your Notice or proxy card (the “Control Number”) as described in the Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) or proxy card. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you. If you request a printed copy of our proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use.

You do not need to attend the Annual Meeting to vote your shares. Instead, you may follow the instructions below to submit your proxy by telephone or on the Internet, or complete, sign and return the proxy card.

Under the U.S. Securities and Exchange Commission’s (the “SEC”) “notice and access” rules, ACI has elected to use the Internet as its primary means of furnishing proxy materials to our stockholders. Consequently, most stockholders will not receive paper copies of ACI’s proxy materials. ACI intends to commence mailing to all stockholders of record entitled to vote at the Annual Meeting the Internet Availability Notice on or about April 21, 2025 . The Internet Availability Notice will include instructions on how to receive a paper copy of your proxy materials, if you so choose.

ACI’s office is located at 6060 Coventry Drive, Elkhorn, NE 68022; our telephone number is (402) 390-7600.

Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full paper copy of this Proxy Statement and Annual Report to Stockholders?

We are acting under a Securities and Exchange Commission rule that allows companies to furnish their proxy materials over the Internet rather than in paper form. This rule allows a company to send its stockholders a notice regarding Internet availability of proxy materials. Instructions on how to access the proxy materials over the Internet or how to request a paper copy of proxy materials may be found in the Internet Availability Notice.

How can I attend the Annual Meeting?

This year’s Annual Meeting will be accessible through the Internet via a live audio-only webcast. Prior registration to attend the Annual Meeting at www.proxydocs.com/ACIW is required. You are entitled to participate at the Annual Meeting if you were a stockholder as of the close of business on our record date of April 8, 2025 or hold a valid proxy for the meeting. To be admitted to the Annual Meeting’s live audio-only webcast, you must register at www.proxydocs.com/ACIW as described in the Internet Availability Notice or proxy card. As part of the registration process, you must enter the Control Number. After completion of your registration by the Registration Deadline, further instructions, including a unique link to access the Annual Meeting, will be emailed to you.

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Who can vote at the Annual Meeting?

You will be entitled to vote at the Annual Meeting if you owned ACI’s common stock (“Common Stock”), either as a stockholder of record or as a beneficial owner, as of the close of business on April 8, 2025 (the “Record Date”). On the Record Date, there were 105,174,314 shares of Common Stock outstanding. Holders of these outstanding shares are entitled to one vote for each share of Common Stock held by them as of April 8, 2025 at the Annual Meeting. Shares of Common Stock held as treasury stock are not entitled to be voted at the Annual Meeting. Each stockholder is entitled to one vote per share of Common Stock held on all matters to be voted on by stockholders. Unless context requires otherwise, any reference to “shares” in this Proxy Statement refers to all shares of Common Stock entitled to vote at the Annual Meeting.

If your shares are registered directly in your name with our transfer agent, EQ Shareowner Services, the Internet Availability Notice was sent directly to you by ACI. The Internet Availability Notice provides instructions on how to request printed proxy materials and how to access your proxy card, which contains instructions on how to vote via the Internet or by telephone. For stockholders who receive a paper proxy card, instructions for voting via the Internet or by telephone are set forth on the proxy card. If your shares are held in an account at a brokerage firm, bank, trust, or other similar organization, like the vast majority of our stockholders, you are considered the “beneficial owner” of shares held in “street name” and the Internet Availability Notice was forwarded to you by that organization. You will receive instructions from your broker, bank, trustee, or other nominee that must be followed in order for your broker, bank, trustee, or other nominee to vote your shares per your instructions.

What am I voting on?

There are three matters scheduled for a vote:

How do I vote?

For Proposal No. 1, you may either vote “For”, vote “Against” or vote to “Abstain” with respect to each of the nominees for the Board of Directors. You may not vote your proxy “For” the election of any persons other than the eight named nominees. For all other matters to be voted on, you may vote “For” or “Against” or abstain from voting on the applicable proposal.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by proxy using a proxy card, vote by proxy on the Internet or by telephone as set forth in the Internet Availability Notice, or vote at the Annual Meeting. Regardless of whether you plan to attend the Annual Meeting via audio-only webcast, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote if you have already voted by proxy.

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Beneficial Owner: Shares Registered in the Name of a Broker or Bank

See “Who can vote at the Annual Meeting?” for voting instructions if you beneficially own shares held in street name.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of Common Stock you own as of the close of business on April 8, 2025.

What if I return a proxy card but do not make specific choices?

If you return a signed and dated proxy card without marking any voting selections, your shares will be voted as follows:

If any other matter is properly presented at the meeting, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

ACI will pay for the entire cost of soliciting proxies, including the preparation, assembly, printing and mailing of the Internet Availability Notice, this Proxy Statement, the proxy and any additional solicitation materials that ACI may provide to stockholders. Copies of the proxy materials and any other solicitation materials will be provided to brokerage firms, banks, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation materials to such beneficial owners. ACI will reimburse such brokerage firms, banks, fiduciaries and other custodians for the reasonable out-of-pocket expenses incurred by them in connection with forwarding the proxy materials and any other solicitation materials.

In addition to ACI mailing these proxy materials, the Internet Availability Notice and the Annual Report (as applicable), ACI’s directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. Mediant Communications LLC will monitor voting and deliver executed proxies to our voting tabulator.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one set of proxy materials (including multiple copies of this Proxy Statement and multiple proxy cards or multiple Internet Availability Notices), your shares are registered in more than one name or are registered in different accounts. Please complete, date, sign and return each proxy card to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting.

If you are a stockholder of record, you may revoke your proxy in any one of the following ways:

If you are a beneficial owner of our shares, you will need to contact your bank, brokerage firm, trustee, or other nominee to revoke any prior voting instructions.

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How are votes counted?

Votes will be counted by the inspector of elections appointed for the meeting as follows:

Proposal No. 1. The inspector of elections will count “For” votes, “Against” votes and votes to “Abstain.” Abstentions and broker non-votes will not affect the outcome of Proposal No. 1.

Proposal No. 2. The inspector of elections will count “For” and “Against” votes. Abstentions will have the effect of a vote against the proposal. Brokers have discretionary voting authority to vote on Proposal No. 2 in the absence of voting instructions from their customers. As a result, there should be no broker non-votes with respect to this proposal, but if there are any such broker non-votes, they will not affect the outcome of Proposal No. 2.

Proposal No. 3. The inspector of elections will count “For” and “Against” votes. Broker non-votes will not affect the outcome of Proposal No. 3. Abstentions will have the effect of a vote against the proposal.

See “How many votes are needed to approve each proposal?” for further details regarding the votes needed to approve each proposal.

What is a “broker non-vote”?

If your shares are held by your broker, bank or other similar organization as your nominee (that is, in “street name”), you will need to follow the voting instructions provided by that organization on how to vote your shares. If you do not provide voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker, bank, or other organization is not permitted to vote on that matter, including the election of directors or executive compensation matters, without instructions from the beneficial owner and instructions are not given. We encourage you to provide instructions to your broker or other nominee regarding voting your shares. On any matter for which your broker or other nominee does not vote on your behalf, the shares will be treated as “broker non-votes.”

Broker non-votes will be counted for purposes of determining the presence or absence of a quorum for the transaction of business at the Annual Meeting, but broker non-votes will not be counted for purposes of determining the number of shares present or represented by proxy at the Annual Meeting with respect to a particular proposal on which the broker has expressly not voted. See “How are votes counted?” for further details regarding the effect of broker non-votes on the proposals set forth in this Proxy Statement.

How is an abstention counted?

Abstentions will be counted for purposes of determining the presence or absence of a quorum. The effect of an abstention on the outcome of the voting on a particular proposal depends on the vote required to approve that proposal, as described in the “How many votes are needed to approve each proposal?” section below.

How many votes are needed to approve each proposal?

Proposal No. 1. We have a majority voting standard for uncontested elections of directors, including the election of directors in the Annual Meeting. Under our Bylaws, the number of shares voted “For” a director’s election must exceed 50% of the number of votes cast with respect to that director’s election. A director standing for re-election who fails to receive the required number of votes is expected to tender his or her resignation, which resignation will be accepted by the Board absent the finding a compelling reason or reasons to reject the resignation, as decided by the Board in the exercise of its business judgement. To the extent that the Board shall reject such a director’s resignation and such holdover director is not re-elected at the next annual meeting of stockholders in an uncontested election, such holdover director’s second tendered resignation shall be effective ninety (90) days after the vote certification. The Board will only nominate for election or re-election candidates who agree to tender an irrevocable resignation upon failure to receive the required vote.

In contested elections – where the number of nominees exceeds the number of directors to be elected – each director will be elected by a plurality of the votes cast.

Proposal No. 2. Ratification of the appointment of Deloitte & Touche LLP as ACI’s independent registered public accounting firm for the fiscal year ending December 31, 2025 requires the affirmative “For” vote of a majority in voting power of the votes cast by the holders of all shares present, or represented by proxy, and voting affirmatively or negatively on such matter.

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Proposal No. 3. Approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement requires the affirmative “For” vote of a majority in voting power of the votes cast by the holders of all shares present, or represented by proxy, and voting affirmatively or negatively on such matter.

See “How are votes counted?” for further details regarding the effect of abstentions and broker-non votes on the proposals set forth in this Proxy Statement.

What are the Board’s voting recommendations?

Proposal No. 1. “For” each of the nominees to the Board of Directors.

Proposal No. 2. “For” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Proposal No. 3. “For” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if a majority of all outstanding shares is represented by stockholders at the Annual Meeting, by means of remote communication or represented by proxy. On the Record Date, there were 105,174,314 shares of Common Stock issued, outstanding and entitled to vote, which number excludes 35,350,906 shares of Common Stock held as treasury stock by ACI. Thus, 52,587,158 shares must be represented by stockholders present at the Annual Meeting or represented by proxy to have a quorum. Your shares will be counted towards the quorum if you submit a valid proxy or vote at the Annual Meeting. In addition, under the General Corporation Law of the State of Delaware, abstentions and broker non-votes will be counted as present for the purpose of determining the presence of a quorum.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K within four business days following the Annual Meeting. In the event we are unable to obtain the final voting results within four business days, we will file the preliminary voting results in a Current Report on Form 8-K within four business days following the Annual Meeting and will file an amended Form 8-K with the final voting results within four business days after the final voting results are known.

How can stockholders submit a proposal for inclusion in our Proxy Statement for the 2026 annual meeting of stockholders?

To be included in our proxy statement for the 2026 annual meeting of stockholders, stockholder proposals must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as provided below, stockholder proposals must be received by our Secretary at our principal executive offices no later than December 22, 2025. The Corporate Governance Committee will review proposals submitted by stockholders for inclusion at our next annual meeting of stockholders and will make recommendations to our Board on an appropriate response to such proposals.

How can stockholders submit proposals to be raised at the 2026 annual meeting of stockholders that will not be included in our proxy statement for the 2026 annual meeting of stockholders?

To be raised at the 2026 annual meeting of stockholders, stockholder proposals must comply with our Bylaws. To be timely, a stockholder’s notice of a proposal must be delivered to or mailed and received at our principal executive offices not earlier than February 3, 2026 and not later than March 5, 2026. Under our proxy access bylaw, if a stockholder (or a group of up to 20 stockholders) who has owned at least 3% of our shares for at least three years and has complied with the other requirements set forth in our Bylaws wants us to include director nominees (up to the greater of two nominees or 20% of the Board) in our 2026 proxy statement and form of proxy for election at our 2026 Annual Meeting of Stockholders, the nominations must be received by ACI’s Secretary at ACI’s office located at 6060 Coventry Drive, Elkhorn, NE 68022 not earlier than November 22,

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2025 and not later than December 22, 2025. If a stockholder wishes only to recommend a candidate for consideration by the Nominating and Corporate Governance Committee as a potential nominee for director, see the procedures discussed in “Stockholder Communications with our Board.” Any stockholder considering a proxy access nomination should carefully review our Bylaws, which are available on our website at aciworldwide.com.

In addition to satisfying the requirements under our Bylaws, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act to comply with the universal proxy rules, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than April 5, 2026. However, if the date of the 2026 Annual Meeting is changed by more than 30 calendar days from such anniversary date, then notice must be provided by the later of 60 calendar days prior to the date of the 2026 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 2026 Annual Meeting is first made.

What if the date of the 2026 annual meeting of stockholders changes by more than 30 days from the anniversary of this year’s Annual Meeting?

Under Rule 14a-8 of the Exchange Act, if the date of the 2026 annual meeting of stockholders changes by more than 30 days from the anniversary of this year’s Annual Meeting, to be included in our proxy statement for such meeting, stockholder proposals must be received by us within a reasonable time before our solicitation is made. Under our Bylaws, if the date of the annual meeting is advanced more than 30 calendar days prior to or delayed by more than 30 calendar days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (A) the 90th calendar day prior to such annual meeting and (B) the 10th calendar day following the day on which public disclosure of the date of such meeting is first made.

Does a stockholder proposal require specific information?

To be included in our proxy statement, stockholder proposals must comply with the requirements of Rule 14a-8 under the Exchange Act. With respect to a stockholder’s nomination of a candidate for our Board, the stockholder notice to our Secretary must contain certain information as set forth in our Bylaws about both the nominee and the stockholder making the nomination. With respect to any other business that the stockholder proposes, the stockholder notice must contain a brief description of such business and the reasons for conducting such business at the meeting, as well as certain other information as set forth in our Bylaws. If you wish to bring a stockholder proposal or nominate a candidate for director, you are advised to review Rule 14a-8 under the Exchange Act and our Bylaws, as applicable, which contain additional requirements about advance notice of stockholder proposals and director nominations. Pursuant to Rule 14a-4(c) under the Exchange Act, if ACI does not receive advance notice of a stockholder proposal to be brought before its next annual meeting of stockholders in accordance with the requirements of its Bylaws, the proxies solicited by ACI may confer discretionary voting authority to vote proxies on the stockholder proposal without any discussion of the matter in the proxy statement.

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Corporate Governance

Our corporate governance practices and the diverse skills and attributes that our directors bring to ACI support our business as a global payments software company. All our director nominees have served in leadership roles and, except for our CEO, all nominees are independent. Through proactive evaluation and assessment, our Board can adapt and ensure that the right skills and experience are represented on our Board.

Our corporate governance structure is designed to serve the best interests of our stockholders.

ACI’s key governance documents, including our Corporate Governance Guidelines, Code of Business Conduct and Ethics and charters for each of our Board committees, are available on our website at aciworldwide.com.

Board of Directors and Committees

Our Board has three standing committees: the Audit Committee, the Compensation and Leadership Development Committee, and the Nominating and Corporate Governance Committee. The following table provides membership information for each of the standing Board committees as of April 21, 2025:

Name		Audit		Compensation  and Leadership Development		Nominating and Corporate  Governance		Independent		Tenure(1)		# of Other Public Company Boards(2)
Adalio T. Sanchez (Chairman)								Y		10		1
Juan A. Benitez								Y		1		0
Janet O. Estep								Y		9		1
Mary P. Harman								Y		4		0
Katrinka B. McCallum								Y		1		1
Charles E. Peters, Jr								Y		10		0
Thomas W. Warsop III								N		10		0
Samir M. Zabaneh								Y		4		0

Chair     Member

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Director Independence

Our Board follows the NASDAQ listing standards requirements on director independence. Our Board reviews at least annually the independence of each director. During these reviews, the Board considers transactions and relationships between each director (and his or her immediate family and affiliates) and ACI and its management to determine whether any transactions or relationships are inconsistent with a determination that the director is independent. This review is based primarily on responses of the directors to questions in a directors’ and officers’ questionnaire regarding employment, business, familial, compensation and other relationships with us and our management.

The Board has determined that each of our directors is independent, except Thomas W. Warsop, III, our President and CEO.

As required by NASDAQ, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present.

Board Committees

The Audit Committee operates under a formal charter, which is available on our website at https://investor.aciworldwide.com/. Our Audit Committee assists our Board in its general oversight of financial reporting, internal controls and audit functions and is directly responsible for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm. Our Audit Committee also provides oversight of ACI’s enterprise risk management, business continuity and information security programs. The Audit Committee oversees ACI’s major financial risk exposures, including cybersecurity risks and ESG risks, and monitors the steps taken by management to control such exposures.

The Audit Committee has the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors at our expense to fulfill its responsibilities and duties.

Our Audit Committee is comprised of Mr. Benitez, Ms. McCallum, Ms. Estep, Mr. Peters, and Mr. Zabaneh. Mr. Peters is the Chair of the Committee. Each member other than Mr. Benitez and Ms. Estep is an “audit committee financial expert” as defined under the rules of the SEC implementing Section 407 of the Sarbanes Oxley Act of 2002. The Audit Committee met six times during the year ended December 31, 2024.

Our Board has considered the independence and other characteristics of each member of our Audit Committee and has concluded that the composition of our Audit Committee meets the requirements for independence under the current requirements of SEC rules and regulations. Audit Committee members must satisfy additional independence criteria set forth under Rule 10A-3 under the Exchange Act. In order to be considered independent for purposes of the Rule 10A-3, an Audit Committee member may not, other than in his or her capacity as a member of the audit committee, accept consulting, advisory or other fees from us or be an affiliated person. Each of the members of our Audit Committee qualifies as an independent director pursuant to Rule 10A-3.

See the “Report of the Audit Committee” below.

The Compensation and Leadership Development Committee (the “Compensation Committee”) operates under a formal charter, which is available on our website at https://investor.aciworldwide.com/. Our Compensation Committee reviews, determines and recommends salaries, performance-based incentives and other matters relating to executive compensation; reviews, evaluates and approves our equity-linked plans, including reviewing and granting equity awards to our executive officers; recommends to the independent directors CEO compensation based on the CEO’s performance; reviews and evaluates the performance of, and compensation for, executive officers other than our CEO; oversees and evaluates the integration of any of the Company’s ESG goals into the Company’s executive compensation programs; and provides general oversight of leadership development processes and strategies for executive and senior officers.

The Compensation Committee also has the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors at our expense to fulfill its responsibilities and duties.

Our Compensation Committee is comprised of Mr. Benitez, Ms. Harman, and Mr. Zabaneh. Mr. Zabaneh is the Chair of the Committee. Each of the Compensation Committee members meets the independence requirements set forth in the rules of

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NASDAQ, and the “non-employee director” standard within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. The Compensation Committee met five times during the year ended December 31, 2024.

The Compensation Committee may delegate authority to a subcommittee or an individual Compensation Committee member as the Compensation Committee deems necessary, provided that the decisions of such members will be presented to the full Compensation Committee at its next scheduled meeting. For information regarding the role of executive officers and the Compensation Committee’s compensation consultant in determining or recommending the amount or form of executive compensation, see the Compensation Discussion and Analysis.

The Nominating and Corporate Governance Committee (the “Corporate Governance Committee”) operates under a formal charter, which is available on our website at https://investor.aciworldwide.com/.

The Corporate Governance Committee assists our Board in ensuring that we are governed in a manner consistent with the interests of our stockholders, including the integration of corporate responsibility and ESG principles into our business strategy and decision making. The Corporate Governance Committee conducts the Board evaluations and assessments, including assessments of stockholder nominees to the Board, and the identification and recommendation of director nominees. The Corporate Governance Committee also assists the Board in its evaluation of the Board and its committees, as well as the succession planning for our CEO and other executive officers.

The Corporate Governance Committee has the power to investigate any matter brought to its attention within the scope of its duties and the authority to retain counsel and advisors at our expense to fulfill its responsibilities and duties.

The Corporate Governance Committee is comprised of Ms. McCallum, Ms. Estep, and Ms. Harman. Ms. Harman is the Chair of the Committee. Each of the committee members meets the independence requirements set forth in the rules of NASDAQ. The Corporate Governance Committee met four times during the year ended December 31, 2024.

Meeting Attendance

Our Board and committees held the following meetings during 2024:

Each director attended at least 75% of Board and applicable committee meetings in 2024.

Director nominees are expected to attend our annual meetings of stockholders. All of the 2024 director nominees attended our 2024 annual meeting.

Board Leadership Structure

Under our Bylaws, the positions of Chairman of the Board and CEO are separate positions that may be occupied by the same person at the discretion of the Board. Our Corporate Governance Guidelines provide that our Board may decide whether it is best for our company, at a given point in time, for the roles of Chairman and CEO to be separate or combined and, if separate, whether the Chairman should be selected from the independent directors or be an employee. Thus, our Board has flexibility to choose its optimal leadership structure depending on our particular needs and circumstances, which allows us to organize our functions and conduct our business in the most efficient manner.

Presently, our Board believes that it is in our stockholders’ best interests to separate the roles of Chairman and CEO. Mr. Sanchez has served as the Chairman of the Board since November, 2022. Mr. Warsop III, our CEO, is the only member of the Board who is not an independent director. We believe that this leadership structure enhances the accountability of our CEO to the Board and strengthens the Board’s independence from management, ensuring independent Board leadership on behalf of stockholders. It further allows our CEO to devote his full time to management functions while our Chairman addresses Board functions, including Board governance, oversight of executives, and pursuing a pro-stockholder agenda.

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Board Evaluation Process

In order to ensure its effectiveness, the Board and each committee engages in a comprehensive annual evaluation process and ongoing engagement throughout the year.

Annual Evaluation

The annual evaluation process is developed and administered by the Corporate Governance Committee. Key aspects of the process include:

Ongoing Engagement

Throughout the year, the Board and each committee meet in executive session without management present. Directors are encouraged to provide feedback and input on how the Board can improve its effectiveness. Action steps are undertaken as appropriate, providing continuous improvement of the Board’s effectiveness.

Board Nomination Process

The Corporate Governance Committee regularly assesses the appropriate size, composition and needs of the Board and its respective committees and the qualifications of candidates in light of these needs. The Corporate Governance Committee believes that it is important to maintain and consistently refresh a list of qualified potential candidates for nomination and engages a third-party search firm to assist in identifying such candidates. The evaluation of these candidates may be based solely upon information provided to the Corporate Governance Committee or may also include discussions with persons familiar with the candidate, one or more interviews of the candidate or other actions the Corporate Governance Committee deems appropriate, including the use of third parties to review candidates.

The Corporate Governance Committee evaluates and recommends candidates for membership on the Board consistent with criteria established by the committee. Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of our stockholders. They must also have experience in positions with a high degree of responsibility and be leaders in the companies or institutions with which they are affiliated. Director candidates also must have sufficient time available in the judgment of the Corporate Governance Committee to perform all Board and committee responsibilities. Members of the Board are expected to prepare for, attend and participate in Board and applicable committee meetings.

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As part of the Board’s ongoing refreshment process, the Board looks to align the director composition with our short- and long-term strategies. In doing so, the Board intentionally looks to have directors with varying tenures such that the Board can benefit from new skills and perspectives, while maintaining continuity. The directors currently have tenures ranging from one to 10 years, with two of such directors having been added in the prior two years.

Stockholders may recommend director candidates for general consideration by the Corporate Governance Committee by submitting the individual’s name, qualifications and the other information set forth in our Bylaws applicable to director nominees by stockholders to the Corporate Secretary of the Company. The Corporate Governance Committee evaluates candidates recommended by stockholders against the same criteria and pursuant to the same policies, procedures and processes applicable to the evaluation of candidates proposed by other sources.

Corporate Responsibility and Sustainability

ACI believes businesses have an increasingly important mandate to operate responsibly, and we aim to operate in a way that is socially, environmentally and financially sustainable. We find ways to improve the lives of our employees and positively impact the communities in which we live and work.

ESG Governance

Given the breadth of ESG matters for a company of our size and scale, our ESG governance structure includes four groups:

Sustainable Solutions

We recognize the essential role digital payment systems play in our modern economy. Real-time payments, also known as instant payments, are boosting financial inclusion in countries around the world—particularly among women, the young, and very low-income citizens—as well as digital inclusion, an essential stepping stone to modern society. ACI is proud to be a global leader in real-time payments, offering products and services that drive inclusion in and equitable access to the digital economy. Additionally, digital payments eliminate the need for paper-based bills and payments, saving trees the world needs to provide oxygen, improve air quality, conserve water, support wildlife and mitigate climate change.

Corporate Social Responsibility Initiatives

We are committed to doing good for all our stakeholders, including our investors, customers, business partners, employees, and the communities we serve. We publish an annual Sustainability Report that is aligned to Sustainability Standards Board (SASB) and Global Reporting Initiative (GRI) reporting standards and that provides a detailed narrative of our efforts in environmental, social, and governance focus areas.

We measure and work to minimize the environmental footprint of our business. Our global energy usage and greenhouse gas (GHG) emissions are included in our Sustainability Report. The data shows that nearly all our Scope 1 and 2 emissions come from purchased electricity. To reduce energy use, we maintain LED lighting and managed HVAC systems. We also advance the efficiency of our data centers through server virtualization, asset lifecycle management, and power monitoring and optimization. In 2024, we obtained a power contract that provides 100% renewable energy for our EU-based data center. To

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reduce waste, we utilize electronic signature and agreement software and maintain a single-stream recycling program in the U.S. We also promote recycling at many of our global locations, and we work with credible vendors for responsible processing and recycling of electronic devices.

Financial inclusion, parity in payments and STEM education are our social areas of focus. We have philanthropic relationships with Girls Who Code and Code.org to introduce more children from underrepresented groups to computer science. We also donate to Kiva, a non-profit that facilitates small loans to low-income entrepreneurs and students globally. We are a sponsor of Women in Payments and Paytech, organizations dedicated to giving women in the industry more opportunities to excel. In 2022, we launched RISE, a multi-faceted leadership development program that empowers high-potential ACI leaders from global backgrounds to actively participate in business decision making, accelerating their professional advancement and ACI’s growth journey. In addition, our thousands of global team members have a powerful, positive impact in their own communities when they use their eight hours of paid volunteer time a month to give back to a variety of non-governmental organizations.

Board’s Role in Risk Oversight

Risk is inherent with every business and we face a number of risks, including strategic, financial, operational, cybersecurity, privacy, legal/compliance, governance and reputational risks. Our management is responsible for the day-to-day management of the risks that we face. Our Board as a whole has responsibility for the oversight of enterprise risk management. Our Board provides broad oversight of ACI’s risk management programs. In this oversight role, our Board considers the implementation and effectiveness of the Company’s risk management processes. The involvement of our full Board in the risk oversight process allows our Board to assess management’s tolerance for risk and also to determine what constitutes an appropriate level of risk for ACI.

While our Board provides broad oversight, various committees of the Board oversee risk management in their respective areas and regularly report on their activities to the entire Board.

The Audit Committee focuses on assessing and mitigating financial risk, including internal controls, and receives an annual risk assessment report from ACI’s internal auditors. As part of its annual audit, ACI’s independent registered accounting firm, Deloitte & Touche LLP, also provides the Audit Committee with a risk assessment identifying risks of material misstatements and related controls. The Audit Committee reviews these and other reports on risks facing the Company at its meetings throughout the year. The Audit Committee also reviews with management ACI’s enterprise risk management, business continuity and information security programs.

The Compensation Committee reviews and oversees the management of potential material risks related to ACI’s compensation policies and practices. Compensia, the independent compensation consultant retained by the Compensation Committee, provides an annual assessment of such risks. The Compensation Committee reviews this annual assessment and evaluates such risks as it considers compensation and benefits matters throughout the year.

The oversight roles of the Board and the committees are supported by management reporting processes that are designed to provide the Board and the committees with visibility into the identification, assessment and management of critical risks.

Code of Business Conduct and Ethics

Under our Code of Business Conduct and Ethics our directors and employees, including our executive officers, must promptly report any transaction, relationship, or circumstance that creates or may create a conflict of interest. Any conflict of interest for our non-director and non-executive officer employees is prohibited unless a waiver is obtained from our General Counsel. Conflicts of interest involving our directors and executive officers are prohibited unless waived by our Board. Any waiver of a conflict of interest involving one of our directors or executive officers will be promptly disclosed in accordance with applicable law and NASDAQ listing requirements. The full text of our Code of Business Conduct and Ethics is, and any amendment to or waiver from a provision of our Code of Business Conduct and Ethics will be, posted on our website at https://investor.aciworldwide.com/corporate-govemance.

2025 PROXY STATEMENT 13

Proposal 1 — Election of Directors

Our Board has nominated for election as directors Adalio T. Sanchez, Juan A. Benitez, Janet O. Estep, Mary P. Harman, Katrinka B. McCallum, Charles E. Peters, Jr, Thomas W. Warsop III, and Samir M. Zabaneh, each to serve until the 2026 Annual Meeting of Stockholders and thereafter until his or her respective successor is duly elected and qualified. We expect that each of the nominees will be available for election, but if any of them is unwilling or unable to serve as a candidate at the time the election occurs, it is intended that each share represented by proxy at the Annual Meeting will be voted for the election of another nominee to be designated by the Board to fill any such vacancy.

General

Our Corporate Governance Committee considers, and our Board selects, nominees with a view to establishing a Board that is comprised of members who:

• Possess the skills and attributes described below   • Are independent and free of any conflicts of interest   • Are willing and able to devote sufficient time to the affairs of ACI   • Have the capacity and desire to represent the balanced, best interest of our stockholders   • Bring diverse perspectives to our Board

We believe that each director nominee brings these qualifications to our Board, providing a diverse complement of specific business skills and experience aligned with our business needs.

2025 PROXY STATEMENT 15

Specific Skills and Attributes to be Represented on the Board

To effectively serve ACI’s business and long-term strategy, the Board believes it is important that the following key skills and attributes be represented on the Board as a whole:

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Director Nominees

The following provides biographical information regarding our director nominees and describes the key skills, experience and expertise that each director nominee brings to our Board. For purposes of the biographical information, a “public company” is a company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

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Director Compensation

Compensation for our independent directors consists of a cash retainer fee based on Board and committee service and an annual equity award based on Board service. Our Board believes that providing a meaningful portion of compensation in the form of equity creates a direct linkage with company performance and stockholder interests.

The Corporate Governance Committee annually reviews the total compensation of our independent directors and each element of our independent director compensation program. Based on its review, the Corporate Governance Committee makes a recommendation to the Board. The Board then determines the form and amount of independent director compensation after reviewing the recommendation.

As part of its annual review, the Corporate Governance Committee asks its independent compensation consulting firm, Compensia, Inc., to provide an assessment of the competitiveness of the Board’s compensation program. In order to assess the competitiveness of the Board compensation program, Compensia used the market data of our peer group, which is the group of companies used for our executive compensation review (see “Compensation Discussion and Analysis—Peer Group” below). The assessment reviews all elements of director compensation (e.g., annual retainers, equity compensation, committee member compensation, committee chair additional compensation and non-executive chairman compensation). In addition, the assessment evaluates the director compensation program design to provide the Corporate Governance Committee an understanding of how the program design compares to both best and market practices.

Retainer Fees

Each independent director receives a $68,000 base annual retainer fee. The Board chair receives an additional $100,000 annual retainer. The Chair of the Audit Committee receives an additional $30,000, the Chair of the Compensation Committee receives an additional $20,000, and the Chair of the Corporate Governance Committee receives an additional $15,000 annual retainer. Annual retainer fees are paid on a quarterly basis.

Equity-Based Compensation

Our independent directors are granted an annual equity award with a target grant date fair value of $250,000. Such grants are made at the discretion of our Board based on the recommendations of the Corporate Governance Committee. Director equity awards generally vest on the earliest to occur of (i) the date that is one year following the date of grant, (ii) the day immediately prior to the date of the next annual meeting of our stockholders occurring following the date of grant, and (iii) a change in control of the Company. The independent directors’ equity awards provide for accelerated vesting upon the director’s death or disability (as such terms are defined in the applicable award agreement). For non-employee directors who join the Board prior to the annual meeting of shareholders, our practice is to grant such directors a pro-rated equity award.

In accordance with our historical practice for new directors, on March 20, 2024, Ms. McCallum and Mr. Benitez were each granted 1,944 restricted stock units (“RSUs”), which was a pro-rated equity award for their grant in connection with their commencement of their service. Ms. Harman and Mr. Zabaneh also received 1,944 RSUs in connection with the commencement of their service, but such grants were delayed until the grant on March 20, 2024. These March 20, 2024 RSU grants vested on June 3, 2024.

On June 4, 2024, our independent directors at the time were each granted 7,194 restricted stock units (“RSUs”). Mr. Hale was not eligible for a 2024 RSU award due to his retirement on June 4, 2024.

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2024 Director Compensation

The table below summarizes the compensation earned by or paid to our independent directors for the fiscal year ended December 31, 2024.

Director Stock Ownership Guidelines

The Board has stock ownership guidelines designed to further link the interests of our Board with those of our stockholders. These guidelines provide that each of our independent directors should have equity positions in ACI with a value equal to five times his or her annual retainer amount (base retainer only). Direct and indirect stock ownership, including the vested in-the-money portion of any stock options held by the independent director, are included in determining each director’s equity position. Each independent director has five years to achieve the target ownership level. A director who fails to meet the ownership guidelines within the five-year period will not be eligible for new equity awards until the director achieves his or her prescribed ownership level. All independent directors are in compliance with our stock ownership guidelines, except for those directors who have joined the Board in the last five years.

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Report of the Audit Committee

At all times during 2024, each member of the Audit Committee was “independent” as defined in the NASDAQ listing standards. Our Board determined that each member met the NASDAQ regulatory requirements for financial literacy, and all members, other than Ms. Estep and Mr. Benitez, are “audit committee financial experts” as defined under SEC rules.

The Audit Committee operates pursuant to a charter, a copy of which is available on our website at aciworldwide.com.

The Audit Committee, on behalf of our Board, oversees ACI’s financial reporting process as more fully described in its charter. Management is responsible for the preparation, presentation and integrity of ACI’s consolidated financial statements, accounting and financial reporting principles, internal controls over financial reporting and compliance with laws and regulations and ethical business standards. Management is responsible for objectively reviewing and evaluating the adequacy, effectiveness and quality of ACI’s system of internal controls. Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management or the independent registered public accounting firm.

ACI’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), is responsible for performing independent audits of ACI’s consolidated financial statements and the effectiveness of ACI’s internal controls over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) and to issue reports thereon. In fulfilling its oversight responsibilities, the Audit Committee (i) reviewed and discussed the audited consolidated financial statements and the footnotes thereto in ACI’s annual report on Form 10-K for 2024 with management and Deloitte, and (ii) discussed with management and Deloitte the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements, and such other matters as are required to be discussed by the standards of the PCAOB. The Audit Committee discussed with Deloitte the matters required to be discussed by PCAOB Auditing Standard No. 1301 “Communication with Audit Committees”, Rule 2-07 “Communication with Audit Committees” of Regulation S-X, and other PCAOB Rules and Standards. The Audit Committee discussed with ACI’s internal auditors and Deloitte, with and without management present, their evaluations of ACI’s internal accounting controls and reviewed with management the basis for management’s assessment of the effectiveness of ACI’s internal controls over financial reporting. The Audit Committee has also discussed with Deloitte the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting and Oversight Board in Rule 3200T.

Deloitte is responsible for expressing opinions on (i) the conformity of ACI’s audited consolidated financial statements, in all material respects, to accounting principles generally accepted in the U.S., and (ii) the effectiveness of ACI’s internal controls over financial reporting. Deloitte has full and free access to the Audit Committee. Deloitte has expressed the opinion that ACI’s audited consolidated financial statements conform, in all material respects, to accounting principles generally accepted in the U.S.

The Audit Committee discussed with Deloitte its independence from management and ACI received from Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB, including as required by PCAOB Ethics and Independence Rule 3526 “Communication with Audit Committees Concerning Independence,” regarding Deloitte’s communications with the Audit Committee concerning independence, and has discussed with Deloitte and management Deloitte’s independence. Upon completing these activities, the Audit Committee concluded that Deloitte is independent from the Company and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to our Board that the audited consolidated financial statements be included in ACI’s annual report on Form 10-K for 2024 and filed with the Securities and Exchange Commission.

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Proposal 2 — Ratification of Appointment of ACI’s Independent Registered Public Accounting Firm

The Audit Committee has selected and appointed, and our Board has approved, the Audit Committee’s selection and appointment of, Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Board is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders do not ratify the selection, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm for the next fiscal year. Even if the selection is ratified by our stockholders, the Audit Committee may, in its discretion, change the appointment at any time during the year if it determines that such a change would be in the best interests of stockholders.

Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting to make a statement should they so desire and to respond to appropriate questions.

Independent Registered Public Accounting Firm Fees

The following table sets forth the aggregate fees paid or payable for the indicated services performed by Deloitte during 2024 and 2023 in its capacity as our independent registered public accounting firm during such years.

Audit Fees. This category represents the aggregate fees paid or payable to Deloitte & Touche LLP for professional services rendered for (i) the audit of our annual financial statements and quarterly reviews of ACI’s annual consolidated financial statements for 2024 and 2023, (ii) the audit of the effectiveness of ACI’s internal controls over financial reporting as of December 31, 2024 and December 31, 2023 in accordance with the standards of the PCAOB and (iii) statutory audits of certain subsidiaries.

Audit-Related Fees. This category represents the aggregate fees billed by Deloitte & Touche LLP for professional services rendered for assurance and related services that were reasonably related to the performance of the audit or review of ACI’s financial statements that are not reported under “Audit Fees” for 2024 or 2023.

Tax Fees. This category represents the aggregate fees billed by Deloitte & Touche LLP for tax-related services rendered to ACI for 2024 and 2023. Tax fees billed by Deloitte & Touche LLP in 2024 and 2023 consisted of fees for professional services related primarily to tax compliance, planning, advice, and consulting services.

All Other Fees. There were no other fees billed by Deloitte & Touche LLP for services rendered to ACI during 2024 or 2023, other than the services described above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

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The Audit Committee has considered whether the provision of the services by Deloitte & Touche LLP as described above in “Tax Fees” is compatible with maintaining the independent registered public accounting firm’s independence.

Pre-Approval of Audit and Non-Audit Services

We have policies for pre-approval of all audit and non-audit services to be provided to us by our independent registered public accounting firm and its member firms. Under these policies, all audit and non-audit services to be performed by our independent registered public accounting firm must be approved by the Audit Committee in advance. A proposal for audit and non-audit services must include a description and purpose of the services, estimated fees and other terms of the services. To the extent a proposal relates to non-audit services, a determination that such services qualify as permitted non-audit services and an explanation as to why the provision of such services would not impair the independence of our independent registered public accounting firm are also required. Any engagement letter relating to a proposal must be presented to the Audit Committee for review and approval, and the Chair of the Audit Committee may sign, or authorize an officer to sign, such engagement letter.

All services provided by Deloitte & Touche LLP in 2024 and 2023 were pre-approved by the Audit Committee.

Vote Required

The affirmative vote of a majority of the shares represented at the Annual Meeting and actually voting on this proposal is required for the approval of this proposal.

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Proposal 3 — Advisory Vote to Approve Named Executive Officer Compensation

As required pursuant to Section 14A of the Exchange Act, stockholders are asked to cast an advisory vote on the compensation of our Named Executive Officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the accompanying compensation tables and related narrative disclosures contained in this Proxy Statement. This advisory vote is commonly known as a “say-on-pay” vote.

As described in the Compensation Discussion and Analysis, our executive compensation programs are performance-based programs with a significant portion of each Named Executive Officer’s overall compensation opportunity linked to our annual and long-term financial performance and our long-term relative total shareholder return. The Compensation Committee sets challenging thresholds and target performance levels for each of the metrics in our incentive compensation plans to help ensure that the amounts earned are based upon outstanding performance as measured against pre-established financial, operational and strategic objectives.

We value the feedback from our stockholders regarding our executive compensation programs. As part of our ongoing shareholder dialogue, we regularly seek feedback on these programs, as well as other important issues. Over the last year we proactively reached out to stockholders representing more than 60% of our outstanding shares. For the stockholders that were interested in engaging with us, the feedback from our stockholders has been generally positive. The feedback from our stockholders, and our resulting actions, are described in the Compensation Discussion and Analysis.

We urge our stockholders to read the Compensation Discussion and Analysis, the accompanying compensation tables and other related tables and narrative disclosures, which describe in more detail how our executive compensation policies and procedures operate and are designed to achieve our compensation objectives.

Stockholders are being asked to approve the following resolution at the Annual Meeting:

Advisory Vote

As this is an advisory vote, the outcome of the vote is not binding on ACI or the Board. However, we value the opinions expressed by our stockholders and the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions. Currently, advisory say-on-pay votes are scheduled to be held once every year. It is anticipated that our next say-on-pay vote will occur at our 2026 Annual Meeting of Stockholders.

Vote Required

The affirmative vote of a majority of the shares represented at the Annual Meeting and actually voting on this proposal is required for the approval of this proposal.

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Information Regarding Security Ownership

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 31, 2025 by (i) each of our directors, (ii) each of our Named Executive Officers (as defined in the “Compensation Discussion and Analysis” below), (iii) all of our executive officers and directors as a group, and (iv) each person known by us to beneficially own more than 5% of the outstanding shares of our common stock. The percentages in these tables are based on 105,321,684 outstanding shares of common stock as of March 31, 2025. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting and/or investment power with respect to the securities. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares underlying options held by that person that will be exercisable within 60 days of March 31, 2025 and shares underlying other equity awards that will vest within 60 days of March 31, 2025 are deemed to be outstanding. Such shares, however, are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The following table does not include shares underlying Performance Share Units (as defined below) that are subject to vesting to the extent that performance objectives are achieved, but does include Performance Share Units that have vested. No family relationships exist among our directors and executive officers.

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Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act and the rules of the SEC require our directors, certain officers and beneficial owners of more than 10% of our outstanding common stock to file reports of their ownership and changes in ownership of our common stock with the SEC. ACI employees generally prepare these reports on behalf of our executive officers and directors on the basis of information obtained from them, and we review the forms submitted to us by beneficial owners of more than 10% of our common stock. Based on such information, we believe that all but two reports required by Section 16(a) of the Exchange Act to be filed by our directors, officers and beneficial owners of more than 10% of the common stock during or with respect to 2024 were filed on time. Each of James C. Hale III and Abraham Kuruvilla did not timely file a Form 4 statement of changes in beneficial ownership of securities, but such forms were subsequently filed.

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Equity Compensation Plan Information

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the material elements of our executive compensation program during 2024 and provides an overview of our executive compensation philosophy, core principles and objectives. We also discuss how and why the Compensation Committee arrived at the specific compensation decisions for our named executive officers (“Named Executive Officers” or “NEOs”), including the key factors that the Compensation Committee considered.

Our Named Executive Officers for fiscal 2024 were:

Executive Summary

Our executive compensation program is designed to attract, motivate, and retain key leaders responsible for our success. Our overall program structure and 2024 compensation decisions are designed to meet our pay for demonstrable performance objectives and align with stockholders’ long-term interests.

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Performance Highlights

Adjusted EBITDA, and Revenue Net of Interchange are non-GAAP financial measures. Adjusted EBITDA is defined as net income plus income tax expense (benefit), net interest income (expense), net other income (expense), depreciation, amortization and stock-based compensation, as well as significant transaction-related expenses. Revenue Net of Interchange is defined as revenue net of pass-through interchange revenue. For purposes of calculations under our 2024 short-term incentive program awards and our 2024 PSU awards, we further adjusted Adjusted EBITDA and Revenue Net of Interchange to be based on our 2024 budgeted foreign exchange rate rather than our actual foreign exchange rates.

See Appendix A for full reconciliation for Adjusted EBITDA, Net Adjusted EBITDA Margin and Revenue Net of Interchange, including as used for calculations under our 2024 short-term incentive program awards and our 2024 PSU awards.

2024 Compensation Highlights

Underlying our executive compensation program is a strong belief in promoting a pay-for-performance culture. To that end, the Compensation Committee designs the target total direct compensation of our executive officers so that a significant portion of the overall compensation opportunity is linked to our financial performance through our annual incentive plan and to our long-term financial performance through performance-based equity awards. In addition, the Compensation Committee sets challenging performance goals for each of the metrics used in our incentive compensation plans so that the amounts earned will be based upon successful performance as measured against pre-established financial, operational, and strategic objectives.

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The pay mix of the target total direct compensation for our CEO and our other Named Executive Officers for 2024 reflects this pay-for-performance culture by ensuring that a significant amount of compensation is subject to performance or otherwise at risk.

Pay Mix

For 2024, we continued to evolve the design of our PSU awards, which previously were based on top-line Revenue Net of Interchange Growth and bottom-line Net Adjusted EBITDA Margin performance, to focus on Gross Revenue Growth which we consider to be an important measure of our financial success that is largely within management’s direct control. This change is also intended to provide a more balanced approach to our incentive compensation since Revenue Net of Interchange is still used for our STIP. The 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. We continued to incorporate total shareholder return as a multiplier, which may increase or decrease the long-term incentive payouts by up to 20%. Consideration of rTSR performance against the S&P SmallCap 600 Index at the end of the three-year performance period provides a direct link between compensation and stockholder return, thereby motivating our executive officers to focus on and strive to achieve both our annual and long-term business objectives. In addition, we incorporated an adjusted EBITDA gate, which must be met or exceeded for the PSUs to pay out.

Annual Cash Incentive

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Long-Term Incentive

2024 Long-Term Incentive Awards

Component		Proportion		How 2024 awards work		Vesting
PSUs				Based on ACI’s Gross Revenue Growth rate over 3 years with three annual achievement targets established at grant. Level of achievement measured every year but paid out at the end of the three-year period. To 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 2023 Adjusted EBITDA of $396.3 million. Any shares earned based on Gross Revenue Growth performance are subject to a +/-20% rTSR multiplier applied at the end of the three-year performance period versus the S&P SmallCap 600 Index.		Three-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		Annually over 3 years for the CEO and quarterly over a three-year period for other NEOs

2022 PSU Payout

Stockholder Input on Executive Compensation Program

2024 Say-on-Pay Vote

At our 2024 annual meeting, our stockholders approved our named executive officer compensation, with approximately 91.9% of the votes cast in favor of our proposal. Shareholders have consistently given our executive compensation program approval in excess of 90% for each of the last 5 years. The Compensation Committee considered the 2024 vote outcome and determined that, based on the continued high level of approval, no changes were needed to the executive compensation program to address shareholder concerns.

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Stockholder Engagement and Feedback

In 2024, to continue our ongoing engagement with our stockholders, we reached out to stockholders representing over 60% of our outstanding shares. The purpose of the outreach was to discuss a range of ACI topics, including our executive compensation programs and to elicit feedback about what we are doing well and suggestions about what we can improve. Based on the feedback from our 2024 outreach, we do not believe that stockholders had significant concerns with the current executive compensation program. Stockholders are invited to express their views to the Compensation Committee as described under “Stockholder Communications with our Board” below.

Executive Compensation Philosophy and Practices

Our executive compensation program is guided by our overarching philosophy of paying for demonstrable performance. Consistent with this philosophy, we have designed our executive compensation program to achieve the following primary objectives:

We endeavor to maintain sound executive compensation policies, practices, and governance standards, consistent with our executive compensation philosophy, as summarized below.

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Compensation Design

Overview

In alignment with our pay-for-performance philosophy, a significant portion of our Named Executive Officers’ target total direct compensation is “at-risk” and variable in the amount ultimately paid. We believe that linking a significant portion of our executive officers’ target total direct compensation to challenging performance objectives creates strong incentives for them to achieve our short-term profitability and growth objectives and to create sustainable long-term value for our stockholders. We believe that this approach also helps us attract talented individuals who are committed to achieving challenging goals with the opportunity to earn market competitive compensation if they and the Company demonstrate superior results.

Compensation Elements

Our executive compensation consists of three principal elements: base salary, an annual cash incentive compensation opportunity under the ACI STIP, and long-term compensation opportunities under the LTIP in the form of service-based RSUs and PSUs. Each of these elements, along with certain other benefits provided to our NEOs, is summarized in the table below. Although this Compensation Discussion and Analysis focuses on the compensation of our Named Executive Officers, our 2024 executive compensation program and our compensation-setting process (described below) were substantially the same for all our executives who report to our CEO.

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2024 Executive Compensation

Base Salary

Base salary represents the fixed portion of target total direct compensation and is intended to attract and retain highly talented individuals.

Each executive officer’s base salary, except our CEO’s, is based on the recommendation of our CEO to the Compensation Committee. These recommendations consider the various factors described above under “Compensation-Setting Process – Factors Considered in Compensation Deliberations.” The Compensation Committee, with the help of its compensation consultant, reviews the base salaries of our Named Executive Officers (other than our CEO) annually based on the CEO’s recommendation and the factors described above and adjusts the base salaries as it determines to be necessary or appropriate. Our Compensation Committee reviews the market data and proposes any adjustment for our CEO’s base salary to the independent members of our Board of Directors for approval.

The Compensation Committee reviewed the base salaries of our Named Executive Officers in December 2023 and January 2024.

Following this review, the Compensation Committee approved an increase to Mr. Kuruvilla’s and Ms. Guerra’s base salaries as part of our normal annual review process. The base salaries of our Named Executive Officers for 2022 and 2023 (after the effectiveness of the adjustments described above) were as follows:

Annual Cash Incentive Awards Under the STIP

Our STIP offers our Named Executive Officers the opportunity to earn short-term cash incentive awards based on our financial and operational performance and their individual performance as measured over a 12-month performance period. In March 2024, the Compensation Committee approved the terms of the 2024 STIP for our executive officers.

Annual Cash Incentive Award Opportunity Targets

At the beginning of each year, the Compensation Committee assigns each of our Named Executive Officers a target annual cash incentive award opportunity, the amount of which is calculated as a percentage of their annual base salary. These decisions take into account our CEO’s recommendations (except with respect to his incentive award opportunity), as well as the factors described under “Compensation-Setting Process – Factors Considered in Compensation Deliberations” above. Our Compensation Committee reviews the market data and determines any adjustment for our CEO’s target bonus.

In December 2023 and January 2024, the Compensation Committee reviewed the target annual cash incentive opportunities of our Named Executive Officers and determined not to change the target annual cash incentive compensation as a percentage of base salary for any of our continuing Named Executive Officers from the corresponding 2023 levels, where applicable.

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Increases in the dollar amount are a result of base salary increases. The target annual cash incentive award opportunities of our Named Executive Officers for purposes of the 2023 STIP and the 2024 STIP were as follows:

Plan Terms – 2024 Performance Metrics

The 2024 STIP provided for a funding pool based on actual performance for the period beginning on January 1, 2024, and ending on December 31, 2024, as measured in two categories (the same as used in 2023):

Final payout determinations for our executive officers could have increased or decreased by up to 10% based on the CEO’s assessment of their individual performance (for executives other than himself) and recommendation to the Compensation Committee. Similarly, our CEO’s final payout could have increased or decreased by up to 10% based on the Compensation Committee’s assessment of his individual performance. Payments under the 2024 STIP could have ranged from 0% to 200% of an executive’s target annual cash incentive award, depending on the Company’s and the executive officer’s actual performance for the year. However, the aggregate of all 2024 STIP payments could not have exceeded the aggregate pool funded for payouts for all participants based on corporate performance. The Compensation Committee believes this plan design aligns with our strategy of driving profitable growth, which is critical to shareholders and long-term success.

The 2024 performance goals for the two financial performance metrics are shown below.