Adalio T. Sanchez
ACI WORLDWIDEAbout Adalio T. Sanchez
Information technology industry veteran; ACI Worldwide independent director since 2015 and Chairman of the Board since November 2022. Age 65, with core credentials in financial management, executive leadership of complex technology businesses, technology and innovation, and international experience. Independence affirmed by the Board per NASDAQ standards; only the CEO is non‑independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| S Group Advisory, LLC | President | 2015–present | Management consulting leadership |
| ASM International N.V. | Supervisory Board Member | 2021–present | Governance oversight in semiconductor equipment |
| Snap One Holdings Corp. | Director | 2021–2024 | Smart home technology; board service concluded 2024 |
| Quantum Corporation | Interim CEO; Director | 2017–2018 (CEO); 2017–2019 (Director) | Operational turnaround experience |
| Lenovo Group Limited | Senior Vice President | 2014–2015 | Senior executive in global tech |
| IBM | Senior executive/general management roles | 1982–2014 | 16 years in senior executive roles across systems/software |
External Roles
| Organization | Role | Since | Public Company Board (as defined) |
|---|---|---|---|
| Avnet, Inc. | Director | 2019–present | Yes (current U.S. public company) |
| ASM International N.V. | Supervisory Board Member | 2021–present | Not counted in “Other Current Public Company Boards” per definition; professional experience noted |
| MITRE Corporation | Board of Trustees Member | N/A | Non‑profit; governance exposure |
| Florida International University Foundation | Director | N/A | Non‑profit; philanthropic governance |
Board Governance
- Role: Chairman of the Board; not a member of standing committees (Audit, Compensation & Leadership Development, Nominating & Corporate Governance) .
- Independence: Independent per NASDAQ standards; independent directors meet in regular executive sessions .
- Committee composition: Audit (Chair: Peters; Members: Benitez, McCallum, Estep, Zabaneh) ; Compensation (Chair: Zabaneh; Members: Benitez, Harman) ; Corporate Governance (Chair: Harman; Members: McCallum, Estep) .
- Attendance: Board/committees held 6/8/6/4 meetings in 2024; each director attended at least 75% of applicable meetings; all 2024 director nominees attended the 2024 annual meeting . In 2023, Board/committees met 16/8/6/5; each director attended at least 75% .
- Leadership structure: CEO is the only non‑independent director; Chairman role separated to strengthen oversight and independence .
- Evaluation: Annual comprehensive Board and committee evaluation facilitated by a third‑party; action planning for continuous improvement .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (independent directors) | $68,000 | Paid quarterly |
| Chairman of the Board additional retainer | $100,000 | Paid to Sanchez as Chair |
| 2024 cash fees earned (Sanchez) | $168,000 | Base + Chair retainer |
| Committee chair retainers (for reference) | Audit $30,000; Compensation $20,000; Corporate Governance $15,000 | Sanchez is not a committee chair |
| 2020 Plan cap on non‑employee director pay | $750,000/year | Structural cap on director compensation |
Performance Compensation
| Grant Date | Instrument | Shares Granted | Grant-date Fair Value | Vesting Terms |
|---|---|---|---|---|
| June 4, 2024 | RSUs | 7,194 | $249,992 (7,194 × $34.75) | Vest at earliest of one year from grant, immediately prior to next annual meeting, or change in control; accelerated vesting on death/disability |
| June 1, 2023 | RSUs | 10,994 | $250,004 (10,994 × $22.74) | Similar annual director RSU vesting schedule |
Other Directorships & Interlocks
| Company | Sector | Relationship to ACI | Interlock/Conflict Notes |
|---|---|---|---|
| Avnet, Inc. | Electronic components distribution | No disclosed related‑party transactions with ACI | Typical distributor; no supplier/customer interlock disclosed in proxy |
| ASM International N.V. | Semiconductor equipment | No disclosed related‑party transactions with ACI | Foreign listing; supervisory role; not counted in ACI’s “public company” definition |
ACI’s Code of Business Conduct and Ethics mandates disclosure and Board waiver for director conflicts; hedging/pledging prohibited for directors and officers .
Expertise & Qualifications
- Financial management; executive leadership of complex businesses; technology & innovation; international experience .
- Board‑level financial expertise broadly represented on ACI’s Board (4 “financial experts” among nominees) .
- Risk oversight experience across cybersecurity and operations, via long tenure in enterprise technology .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Mar 31, 2025) | 72,077 | Held via trusts for which Sanchez is sole settlor, trustee, annuitant; <1% of outstanding |
| Unvested director RSUs (Dec 31, 2024) | 7,194 | 2024 annual grant outstanding |
| Ownership guidelines | 5× base retainer; 5‑year compliance window | All independent directors in compliance except those within five years; 2024 report noted full compliance |
| Hedging/Pledging | Prohibited | Enhances alignment; award transfer restrictions until vesting |
Governance Assessment
- Chair independence and separation from CEO materially strengthens oversight; Sanchez is not on management‑facing committees, preserving independence while focusing on Board leadership .
- Attendance and engagement appear sufficient: at least 75% attendance across Board/committee meetings; stable cadence of executive sessions contributes to board effectiveness .
- Director pay mix is balanced with meaningful equity ($250k annual RSUs) plus fixed cash retainers; Sanchez’s 2024 total $417,992 aligns with market and within plan caps, supporting pay‑for‑service without excess .
- Shareholder support signals: say‑on‑pay received ~91.9% approval in 2024 and ~94.5% in 2023, indicating broad investor confidence in compensation governance overseen by the Board .
- Controls on conflicts: rigorous Code of Conduct oversight; clawback policies compliant with NASDAQ; explicit hedging/pledging ban reduces alignment risk .
- RED FLAGS: None disclosed regarding Sanchez in proxies reviewed (e.g., pledging, related‑party transactions, attendance shortfalls). Continue monitoring given trust‑held shares and external board roles for potential future interlocks .
Compensation oversight and director pay benchmarking performed with independent consultant Compensia; governance committees and processes are documented and active .