Charles E. Peters, Jr
ACI WORLDWIDEAbout Charles E. Peters, Jr
Independent director at ACI Worldwide since 2015; Age 73; currently Chairs the Audit Committee and is designated an SEC “audit committee financial expert.” Career CFO and senior finance executive with multi-decade experience in enterprise software (Red Hat) and industrials/utilities (Burlington Industries, Boston Edison), bringing deep financial management, technology and governance expertise to the board. Tenure on ACI’s board is ~10 years as of the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Red Hat, Inc. | EVP & Chief Financial Officer | 2004–2015 | Led global finance for a multi-national open-source leader; capital allocation and reporting |
| Burlington Industries | SVP & Chief Financial Officer | 1995–2004 | Oversaw finance at global manufacturer; restructuring and operational finance |
| Boston Edison Company | SVP, Finance | 1991–1995 | Utility finance leadership; regulatory and capital structure |
| GenRad Inc. | Financial management positions | 1982–1991 | International financial operations; systems and controls |
| Price Waterhouse | Senior Manager | 1973–1982 | Audit/advisory; foundational accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | — | — | None |
| Sourcefire, Inc. | Director (prior) | n/a | Network security; prior public company (acquired) |
| Protective Products of America, Inc. | Director (prior) | n/a | Body armor provider |
| Veracode Inc.; Lulu, Inc.; CloudBees, Inc. | Director (prior) | n/a | Private technology/publishing firms |
Board Governance
- Committee assignments: Audit Committee Chair; members include Benitez, McCallum, Estep, Zabaneh; Peters designated audit committee financial expert .
- Independence: The board determined all directors except the CEO are independent; independent directors meet in regular executive sessions .
- Attendance and engagement: Each director attended at least 75% of Board and applicable committee meetings in 2024; Board held 6 meetings; committees held Audit 8, Compensation 6, Corporate Governance 4 (Audit Committee text also notes six meetings, indicating a minor reporting inconsistency) .
- Board leadership: Roles of Chairman and CEO are separated; Chairman is independent (Adalio T. Sanchez), enhancing oversight and independence .
- Risk oversight: Audit Committee oversees financial reporting, internal controls, cybersecurity, and ESG risks; empowered to retain advisors and investigate matters .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer (cash) | $68,000 | Paid quarterly |
| Audit Committee Chair retainer | $30,000 | Additional to base |
| Total cash fees earned (2024) | $98,000 | Base + Chair |
| Meeting fees | None disclosed | — |
2024 total director compensation for Peters: $347,992 (cash fees $98,000; stock awards $249,992) .
Performance Compensation (Director Equity)
| Grant Date | Instrument | Number of RSUs | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| June 4, 2024 | RSUs | 7,194 | 249,992 | Vest on earliest of 1 year from grant, immediately prior to next annual meeting, or change in control; accelerated upon death/disability |
- Program design: Annual director equity target ~$250,000 grant-date value; equity awards are time-based (no performance metrics), aligning directors with shareholder outcomes via share price .
- Options: None; no stock options outstanding for directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (reduces external interlock risks) |
| Prior boards | Sourcefire, Protective Products of America, Veracode, Lulu, CloudBees (diverse tech/security background) |
| Independence review | Board annually reviews relationships for independence and conflicts; Peters deemed independent |
Expertise & Qualifications
- Financial expert (SEC definition) and seasoned CFO; extensive financial management and executive leadership .
- Technology and innovation exposure through Red Hat and other tech companies .
- International experience across multi-national operations .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned (3/31/2025) | 86,588; less than 1% of outstanding shares |
| Unvested RSUs outstanding (12/31/2024) | 7,194 |
| Director stock ownership guideline | 5× base retainer (base only); 5-year compliance window |
| Compliance status | All independent directors compliant except those joining within last 5 years (Peters in compliance) |
| Hedging/pledging | Prohibited for directors; equity awards may not be pledged/encumbered prior to vesting |
| Insider trading policy | Formal policy governing transactions by directors/officers |
Governance Assessment
- Strengths: Independent Audit Chair with financial expert credentials; robust audit oversight including cybersecurity and ESG; separated Chair/CEO roles; director ownership guidelines and time-based equity promote alignment; prohibitions on hedging/pledging enhance investor confidence .
- Compensation structure: Balanced cash retainer plus equity; no options or performance equity for directors, minimizing risk of misaligned incentives; 2024 equity grant $249,992 aligns with board-wide policy .
- Engagement: Attendance ≥75% and regular executive sessions indicate active oversight; board conducts third-party facilitated annual evaluations, with action planning to improve effectiveness .
- Shareholder signals: 2024 say‑on‑pay approval ~91.9% indicates broad investor support for compensation programs and governance approach (contextual signal) .
- Potential red flags: None evident specific to Peters; minor inconsistency in reported Audit Committee meeting count (six vs eight) in different sections of the proxy, but immaterial to independence/effectiveness .
- Conflicts/related-party exposure: Board mandates conflict disclosure/waivers for directors under Code of Business Conduct; Audit Committee and governance structures in place; no related-party transactions involving Peters are identified in reviewed sections .